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



                                          FORM 10-K


  (Mark one)

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

      OR



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


       Commission file number:  333-125422-42

       Bear Stearns Asset Backed Securities I Trust 2006-AC1
       (exact name of issuing entity as specified in its charter)

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

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


  New York                                          54-2193466
  (State or other jurisdiction of                   54-2193467
  incorporation or organization)                    54-2193468
                                                    (I.R.S. Employer
                                                    Identification No.)


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


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


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

        NONE.


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

        NONE.


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

        Yes  ___     No  X


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

        Yes  ___     No  X


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

        Yes  X       No  ___


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

        Not applicable.


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


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


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

        Yes  ___     No  X


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

        Not applicable.


     Documents Incorporated by Reference

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

        Not applicable.


                                   PART I
  Item 1.  Business.

            Omitted.


  Item 1A.  Risk Factors.

            Omitted.


  Item 1B.  Unresolved Staff Comments.

            None.


  Item 2.  Properties.

            Omitted.


  Item 3.  Legal Proceedings.

            Omitted.


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

            Omitted.


                                PART II

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

            Omitted.


  Item 6.  Selected Financial Data.

            Omitted.


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

            Omitted.


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

            Omitted.


  Item 8.  Financial Statements and Supplementary Data.

            Omitted.


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

            Omitted.


  Item 9A. Controls and Procedures.

            Omitted.


  Item 9A(T). Controls and Procedures.

            Omitted.


  Item 9B. Other Information.

            None.


                                PART III

  Item 10. Directors, Executive Officers and Corporate Governance.

            Omitted.


  Item 11. Executive Compensation.

            Omitted.

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

            Omitted.


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

            Omitted.


  Item 14. Principal Accounting Fees and Services.

            Omitted.



                ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

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

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


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


           The consolidated audited financial statements of Financial Guaranty
           Insurance Company and subsidiaries, as of December 31, 2006 and 2005,
           and for each of the years in the three-year period ended December 31,
           2006 are being attached hereto as an exhibit to this 10-K.


  Item 1117 of Regulation AB, Legal Proceedings.

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


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


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


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


This report on Form 10-K omits the Item 1122 assessment of compliance and
attestation report required by Regulation AB for Waterfield Mortgage Company
Incorporated ("Waterfield"), a subservicer for EMC Mortgage Corporation ("EMC")
for approximately 5.68% (as calculated in accordance with Regulation AB
Telephone Interpretation 17.02) of the pool assets in the Bear Stearns Asset
Backed Securities I Trust 2006-AC1, Asset-Backed Certificates, Series 2006-AC1
transaction ("BSABS 2006-AC1"), issued on January 31, 2006. Waterfield
effectively ceased to operate as ongoing concern on October 16, 2006.
Waterfield's portion of the servicing in the BSABS 2006-AC1 transaction
transferred to Wells Fargo on April 1, 2006, pursuant to an agreement between
EMC and Wells Fargo Bank, N.A. ("Wells Fargo"). Waterfield executed an
agreement, dated January 31, 2006 with EMC under which Waterfield is
contractually obligated to provide the assessment of compliance and attestation
for the period of time prior to the servicing transfer. Waterfield did not
deliver the required assessment of compliance and attestation report, and the
Registrant has not been successful in obtaining them through any other steps
reasonably available to it without unreasonable effort or expense. The following
is a time line of the steps taken by the Registrant to obtain the Waterfield
assessment and attestation:

01/09/2007      - Call with Registrant's counsel to discuss missing Waterfield
                assessment; Reviewed side letter agreement regarding provision
                of Item 1122 information by Waterfield.
01/11/2007      - Call with a representative of American Home Mortgage Corp., a
                purchaser of some of Waterfield's assets. The representative
                said Waterfield had been sold in pieces and that American Home
                had only bought mortgage loans - not servicing - from
                Waterfield. Sky Bank acquired the banking business of Waterfield
                and, as far as the representative knew, all servicing was
                transferred with respect to Waterfield loans.
01/16/2007      - Call to a representative of Sky Bank who was formerly with
                Union Federal's banking division, which became a part of Sky
                Bank, but learned he is no longer with company.
01/16/2007 -    Call to another representative of Sky Bank and the Registrant
                was referred to a third person at Sky Bank.
01/19/2007 -    01/22/2007 - Multiple calls to the representative indicated on
                the 1/16/2007 call with Sky Bank that were not returned;
                received word from a representative of Wells Fargo, the
                Registrant's Master Servicer, that he too was leaving messages
                but had not heard back from Sky Bank.
01/23/2007      - Another representative of Wells Fargo heard from Sky Bank.
                According to Sky Bank's representative, Sky Financial bought
                everything from Waterfield except the mortgage loan operation,
                which was purchased by American Home, but she agreed to follow
                up with another former employee of Waterfield Mortgage to ask
                about the 2006 Attestations.
01/29/2007      - Wells Fargo attempted follow up with Sky Bank but learned the
                contact they had been given was out of the office until
                01/31/2007.
02/14/2007 -    Call to the former Waterfield employee identified on the
                1/23/2007 call with Sky Bank; left a message.
02/15/2007 -    Call with the former Waterfield employee identified on the
                1/23/2007 call with Sky Bank.  The former Waterfield employee
                said that he had checked with all the former "Waterfielders" he
                could reach and that they all had the same recollection: Wells
                Fargo was to give the attestation without relying on anything
                from Waterfield. No steps were ever taken to deliver an
                attestation as required by the agreement dated January 31, 2006.
02/16/2007      - Call with Registrant's contact at Wells Fargo regarding the
                2/15/2007 conversation with the former Waterfield employee.
                Registrant was told that Wells Fargo would not have agreed to
                provide an attestation for work it had not performed and did not
                at any time indicate or agree that an attestation from
                Waterfield was not required; indeed, that was one reason why
                Wells Fargo had pushed for the agreement dated January 31, 2006
                in the first place. Registrant was then provided with another
                contact that was formerly at Waterfield.
02/19/2007      - Call with Wells Fargo's contact person from Waterfield, who
                confirmed what the American Home representative had said in her
                conversation with Registrant.
On 2/19/2007, Registrant consulted with outside counsel about next steps.



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

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

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


  Item 1123 of Regulation AB, Servicer Compliance Statement.


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



                                PART IV


  Item 15. Exhibits, Financial Statement Schedules.

    (a) Exhibits

(4.1)Pooling and Servicing Agreement, dated as of January 1, 2006, among Bear
     Stearns Asset Backed Securities I LLC, a Delaware limited liability
     company, as depositor, EMC Mortgage Corporation, a Delaware corporation, as
     seller and as company, Wells Fargo Bank, National Association, a national
     banking association, as master servicer and securities administrator and
     U.S. Bank National Association, as trustee (As previously filed on Form 8-K
     filed on February 15, 2006 and is hereby incorporated by reference into
     this report on Form 10-K)


(4.2)Amended and Restated Pooling and Servicing Agreement, dated as of July 24,
     2006, among Bear Stearns Asset Backed Securities I LLC, a Delaware limited
     liability company, as depositor, EMC Mortgage Corporation, a Delaware
     corporation, as sponsor and as company, Wells Fargo Bank, National
     Association, a national banking association, as master servicer and
     securities administrator and U.S. Bank National Association, as trustee (As
     previously filed on Form 8-K filed on November 6, 2006 and is hereby
     incorporated by reference into this report on Form 10-K)


(10.1)Terms Agreement dated as of January 31, 2006 to the Underwriting
      Agreement, dated as of January 10, 2006 between Bear, Stearns & Co.,
      Inc. and Bear Stearns Asset Backed Securities I LLC (As previously
      filed on Form 8-K filed on March 3, 2006 and is hereby incorporated by
      reference into this report on Form 10-K)

(10.2)Purchase, Warranties and Servicing Agreement, dated as of April 1, 2005
      and is executed between EMC MORTGAGE CORPORATION, as Purchaser
      (the "Purchaser"), and Savannah Bank, NA dba Harbourside Mortgage
      Corporation, (the "Company")

(10.3)Amendment  No. 1 is made and entered  into  January 1, 2006,  by and
      between  EMC  Mortgage  Corporation,  a Delaware  corporation,  as
      purchaser (the "Purchaser") and Savannah Bank, NA dba Harbourside Mortgage
      Corporation,  as company (the "Company") in connection with the Purchase,
      Warranties and Servicing Agreement, dated as of April 1, 2005, between the
      above mentioned parties (the "Agreement")

(10.4)Purchase,  Warranties  and Servicing  Agreement,  dated as of September 1,
      2003 and is executed  between EMC Mortgage  Corporation,  as Purchaser,
     (the "Purchaser"), and GreenPoint Mortgage Funding, Inc.., (the "Company")

(10.5)Amended and Restated  Purchase,  Warranties  and  Servicing  Agreement,
      dated as of  September 1, 2005,  which amends and restates the Purchase,
      Warranties and Servicing Agreement,  originally dated May 1, 2002, each
      between EMC MORTGAGE CORPORATION, as Purchaser, (the "Purchaser") and HSBC
      Mortgage Corporation (USA), (the "Company")

(10.6)Amendment  Reg AB,  dated as of  November  7, 2005,  by and  between  EMC
      Mortgage  Corporation  (the "Purchaser"),  and HSBC  Mortgage Corporation
      (USA) (the  "Company") to that certain  Amended and Restated  Purchase,
      Warranties and Servicing  Agreement,  dated as of September 1, 2005 by and
      between the Company and the Purchaser.

(10.7)Purchase,  Warranties  and  Servicing  Agreement,  dated as of October
      23, 2001 and is executed  between EMC MORTGAGE  CORPORATION,  as
      Purchaser (the  "Purchaser"),  and Cendant  Mortgage  Corporation
      ("Cendant  Mortgage") and Bishop's Gate  Residential  Mortgage Trust
      (formerly known as Cendant  Residential  Mortgage Trust) (the "Trust,"
      together with Cendant Mortgage,  the "Company" and individually, each
      a "Company"), as the Company.

(10.8)Assignment,  Assumption and Recognition  Agreement made as of January 31,
      2006, among EMC Mortgage  Corporation (the "Assignor"),  U.S. Bank
      National  Association,  not individually but solely as trustee for the
      holders of the Bear Stearns Asset Backed Securities I Trust 2006-AC1,
      Asset Backed Certificates, Series 2006-AC1 (the "Assignee") and GreenPoint
      Mortgage Funding, Inc. (the "Company")

(10.9)Assignment,  Assumption and Recognition  Agreement made as of January 31,
      2006, among EMC Mortgage  Corporation (the "Assignor"),  U.S.
      Bank National  Association,  not individually but solely as trustee for
      the holders of the Bear Stearns Asset Backed Securities I Trust 2006-AC1,
      Asset-Backed Certificates, Series 2006-AC1 (the "Assignee") and HSBC
      Mortgage Corporation (USA) (the "Company").

(10.10)Assignment,  Assumption and Recognition  Agreement,  dated as of January
       31, 2006, by EMC Mortgage Corporation,  a Delaware corporation
       (the "Assignor"),  U.S. Bank National Association,  not individually but
       solely as trustee for the holders of Bear Stearns Asset Backed
       Securities I Trust 2006-AC1, Asset-Backed Certificates, Series 2006-AC1
       (the "Assignee") and Wells Fargo Bank, N.A. (the "Company")

(10.11)Assignment,  Assumption and Recognition  Agreement made as of January 31,
       2006, among EMC Mortgage  Corporation (the "Assignor"),  U.S.
       Bank National  Association,  not  individually  but solely as trustee for
       the holders of Bear Stearns  Asset Backed  Securities I Trust
       2006-AC1,  Asset-Backed Certificates,  Series 2006-AC1 (the "Assignee")
       and Savannah Bank, NA dba Harbourside Mortgage Corporation
       (the "Company")

(10.12)Assignment,  Assumption  and  Recognition  Agreement is made and entered
       into as of January 31,  2006,  among EMC Mortgage  Corporation
       (the "Assignor"),  U.S. Bank National Association,  not individually but
       solely as trustee for the holders of Bear Stearns Asset Backed
       Securities I Trust 2006-AC1,  Asset-Backed Certificates,  Series 2006-AC1
       (the "Assignee"), PHH Mortgage Corporation (formerly known as
       Cendant Mortgage Corporation) ("PHH"), and Bishop's Gate Residential
       Mortgage Trust ("Bishop's Gate")."


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

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


      <TABLE>

      
         <c>
      a) Assurant Inc. as Sub-Contractor for EMC Mortgage Corporation  <F1>
      b) Assurant Inc. as Sub-Contractor for GreenPoint Mortgage Funding, Inc.  <F2>
      c) EMC Mortgage Corporation, as Servicer <F1>
      d) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for HSBC Mortgage Corporation, USA  <F2>
      e) GreenPoint Mortgage Funding, Inc., as Servicer <F2>
      f) Harborside Mortgage Corporation, as Servicer <F2>
      g) HSBC Mortgage Corporation, USA, as Servicer <F2>
      h) Impac Funding Corporation, as Servicer <F2>
      i) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation  <F1>
      j) LandAmerica Tax and Flood Services as Sub-Contractor for GreenPoint Mortgage Funding, Inc. <F2>
      k) PHH Mortgage Corporation, as Servicer <F2>
      l) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.  <F1>
      m) Wells Fargo Bank, N.A., as Servicer <F1>
      n) Wells Fargo Bank, N.A., as Master Servicer <F1>
      o) Wells Fargo Bank, N.A., as Securities Administrator <F1>
      p) Wells Fargo Bank, N.A., as Custodian <F1>
      q) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.  <F1>

      </TABLE>

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

      <TABLE>

      
        <c>
      a) Assurant Inc. as Sub-Contractor for EMC Mortgage Corporation  <F1>
      b) Assurant Inc. as Sub-Contractor for GreenPoint Mortgage Funding, Inc.  <F2>
      c) EMC Mortgage Corporation, as Servicer <F1>
      d) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for HSBC Mortgage Corporation, USA  <F2>
      e) GreenPoint Mortgage Funding, Inc., as Servicer <F2>
      f) Harborside Mortgage Corporation, as Servicer <F2>
      g) HSBC Mortgage Corporation, USA, as Servicer <F2>
      h) Impac Funding Corporation, as Servicer <F2>
      i) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation  <F1>
      j) LandAmerica Tax and Flood Services as Sub-Contractor for GreenPoint Mortgage Funding, Inc. <F2>
      k) PHH Mortgage Corporation, as Servicer <F2>
      l) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.  <F1>
      m) Wells Fargo Bank, N.A., as Servicer <F1>
      n) Wells Fargo Bank, N.A., as Master Servicer <F1>
      o) Wells Fargo Bank, N.A., as Securities Administrator <F1>
      p) Wells Fargo Bank, N.A., as Custodian <F1>
      q) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.  <F1>

      </TABLE>

     (35) Servicer compliance statement.

      <TABLE>

      
         <c>
      a) Assurant Inc. as Sub-Contractor for EMC Mortgage Corporation r <F4>
      b) Assurant Inc. as Sub-Contractor for GreenPoint Mortgage Funding, Inc.  <F4>
      c) EMC Mortgage Corporation, as Servicer <F1>
      d) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for HSBC Mortgage Corporation, USA  <F4>
      e) GreenPoint Mortgage Funding, Inc., as Servicer <F3>
      f) Harborside Mortgage Corporation, as Servicer <F3>
      g) HSBC Mortgage Corporation, USA, as Servicer <F3>
      h) Impac Funding Corporation, as Servicer <F3>
      i) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation  <F4>
      j) LandAmerica Tax and Flood Services as Sub-Contractor for GreenPoint Mortgage Funding, Inc.  <F4>
      k) PHH Mortgage Corporation, as Servicer <F3>
      l) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.  <F4>
      m) Wells Fargo Bank, N.A., as Servicer <F1>
      n) Wells Fargo Bank, N.A., as Master Servicer <F1>
      o) Wells Fargo Bank, N.A., as Securities Administrator <F1>
      p) Wells Fargo Bank, N.A., as Custodian <F4>
      q) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.  <F4>


 EX. 99.1   Financial Guaranty Insurance Company and Subsidiaries


      </TABLE>

   (b) Not applicable.

   (c) Omitted.



  <F1> Filed herewith.

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

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

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




                                SIGNATURES

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



    Bear Stearns Asset Backed Securities I Trust 2006-AC1
    (Issuing Entity)

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

    /s/ Dawn Hammond
    Dawn Hammond, Vice President

    Date: April 2, 2007


   Exhibit Index

   Exhibit No.

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

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

      <TABLE>

      
         <c>
      a) Assurant Inc. as Sub-Contractor for EMC Mortgage Corporation
      c) EMC Mortgage Corporation, as Servicer
      i) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation
      l) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.
      m) Wells Fargo Bank, N.A., as Servicer
      n) Wells Fargo Bank, N.A., as Master Servicer
      o) Wells Fargo Bank, N.A., as Securities Administrator
      p) Wells Fargo Bank, N.A., as Custodian
      q) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.

      </TABLE>

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

      <TABLE>

      
        <c>
      a) Assurant Inc. as Sub-Contractor for EMC Mortgage Corporation
      c) EMC Mortgage Corporation, as Servicer
      i) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation
      l) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.
      m) Wells Fargo Bank, N.A., as Servicer
      n) Wells Fargo Bank, N.A., as Master Servicer
      o) Wells Fargo Bank, N.A., as Securities Administrator
      p) Wells Fargo Bank, N.A., as Custodian
      q) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.

      </TABLE>

     (35) Servicer compliance statement.

      <TABLE>

      
         <c>
      c) EMC Mortgage Corporation, as Servicer
      m) Wells Fargo Bank, N.A., as Servicer
      n) Wells Fargo Bank, N.A., as Master Servicer
      o) Wells Fargo Bank, N.A., as Securities Administrator


      </TABLE>





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

  I, Dawn Hammond, certify that:

  1. I have reviewed this report on Form 10-K and all reports on Form 10-D
     required to be filed in respect of the period covered by this report
     on Form 10-K of Bear Stearns Asset Backed Securities I Trust 2006-AC1
     (the "Exchange Act periodic reports");

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

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

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

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

     In giving the certifications above, I have reasonably relied on
     information provided to me by the following unaffiliated parties:
     EMC Mortgage Corporation as Servicer, GreenPoint Mortgage Funding, Inc., as
     Servicer, Harborside Mortgage Corporation, as Servicer, HSBC Mortgage
     Corporation, USA, as Servicer, Impac Funding Corporation, as Servicer,
     PHH Mortgage Corporation, as Servicer and Waterfield Mortgage Company,
     Incorporated, as Servicer.

     Dated: Date: April 2, 2007

     /s/ Dawn Hammond
     Signature

     Vice President
     Title





EX-33 (a)

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


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

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

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

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

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




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


Date: February 23, 2007




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

Certification Regarding Compliance with Applicable Servicing Criteria


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


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


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


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


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

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

March 12, 2007


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

(logo) Member
Mortgage Bankers Association of America


(page)

<table>

 <c>
Appendix A


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

General Servicing Consideration

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

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

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

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

Cash Collection and Administration

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

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

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

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

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


(page)

Appendix A (page 2)

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

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

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

Investor Remittances and Reporting

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

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

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

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

Pool Asset Administration

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

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


Appendix A (page 3)


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

Pool Asset Administration (con't)

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

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

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

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

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

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

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

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


Appendix A (page 4)


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

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

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

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


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

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

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


(page)


Exhibit B


Describe material instances of noncompliance:
NONE

Describe any remediation efforts:
NOT APPLICABLE

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

Describe any remediation efforts:
NOT APPLICABLE

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

Describe any remediation efforts:
NOT APPLICABLE

</TABLE>





EX-33 (i)

Report on Assessment of Compliance

with Regulation AB Servicing Criteria

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

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

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

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

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

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

Date: February 20, 2007

LandAmerica Tax and Flood Services, Inc.



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


EX-33 (l)

(logo) REGULUS


Report on Assessment of Compliance with Regulation AB Servicing Criteria

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

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

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

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


/s/ Kimberlee Clark
Kimberlee Clark
Chief Financial Officer

February 22, 2007


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



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

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

YourWellsFargoMortgage.com


Wells Fargo Bank, N.A.

2006 Certification Regarding Compliance with Applicable Servicing Criteria


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

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

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

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

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

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

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

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

March 1, 2007

WELLS FARGO BANK, N.A.

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


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


(page)


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

<Table>
<Caption>

             <c>

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

General Servicing Considerations

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

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

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

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

Cash Collection and Administration

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

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

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

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

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

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


(page)


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

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

Investor Remittances and Reporting

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

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

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

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

Pool Asset Administration

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

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

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

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

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

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


(page)


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

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

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

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

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

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

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

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

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

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


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


</Table>


(page)


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

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

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

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


(page)


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


Report or Independent Registered Public Accounting Firm


(page)


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


Vendors' Reports on Assessment of Compliance With Servicing Criteria





EX-33 (n)
(logo) WELLS FARGO

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

Wells Fargo Bank, N.A.

ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

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

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

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

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

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

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

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

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

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

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

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:/s/ Brian Bartlett
Brian Bartlett

Its:   Executive Vice President

Dated: March 1, 2007


(page)


(logo) WELLS FARGO

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

Wells Fargo Bank, N.A.

Schedule A

Material Instances of Noncompliance by the Company

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

Material instances of Noncompliance by any Vendor

NONE

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

NONE





EX-33 (o)
(logo) WELLS FARGO

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

Wells Fargo Bank, N.A.

ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

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

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

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

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

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

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

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

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

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

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

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:/s/ Brian Bartlett
Brian Bartlett

Its:   Executive Vice President

Dated: March 1, 2007


(page)


(logo) WELLS FARGO

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

Wells Fargo Bank, N.A.

Schedule A

Material Instances of Noncompliance by the Company

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

Material instances of Noncompliance by any Vendor

NONE

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

NONE





EX-33 (p)
(logo) WELLS FARGO

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


Appendix I


ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

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

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

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

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

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

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

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

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

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


WELLS FARGO BANK, NATIONAL ASSOCIATION

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

Its: Senior Vice President

Dated: March 1, 2007





EX-33 (q)

(logo) ZC STERLING

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

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


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

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

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

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

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


(page)


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

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

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

Sincerely,
ZC STERLING INSURANCE AGENCY, INC.

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

Title: Senior Vice President - Hazard Operations

Date: February 20, 20007

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

Title: Senior Vice President & General Counsel

Date: February 20, 2007



2


(page)


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

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



3


EX-34 (a)

(logo) PRICEWATERHOUSECOOPERS

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



Report of Independent Registered Public Accounting Firm


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

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

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


1


(page)


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

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

/s/ PricewaterhouseCoopers LLP

Atlanta, Georgia
February 23, 2007


2

EX-34 (c)
(logo) Deloitte

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

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders
EMC Mortgage Corporation

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

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

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

/s/ Deloitte & Touch LLP

March 12, 2007


Member of
Deloitte Touche Tohmatsu





EX-34 (i)

(logo) Grant Thornton
Accountants and Business Advisors



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

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

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

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

/s/ Grant Thorton LLP

Irvine, CA
February 20, 2007



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

Grant Thornton LLP
US member of Grant Thornton International


EX-34 (l)



(logo) KPMG

KPMG LLP
1601 Market Street
Philadelphia, PA 19103-2499


Report of Independent Registered Public Accounting Firm

The Board of Members
Regulus Group LLC:

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

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

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


/s/ KPMG LLP


Philadelphia, PA
February 22, 2007


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



EX-34 (m)
(logo) KPMG

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


Report of Independent Registered Public Accounting Firm

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

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

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

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

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

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


(page)


(logo) KPMG

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


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


/s/ KPMG LLP

Des Moines, Iowa
March 1, 2007


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





EX-34 (n)
(logo) KPMG

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

Report of Independent Registered Public Accounting Firm

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

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

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

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

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

(page)

(logo) KPMG

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

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

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

/s/ KPMG LLP

Chicago, IL 60601
March 1, 2007





EX-34 (o)
(logo) KPMG

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

Report of Independent Registered Public Accounting Firm

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

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

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

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

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

(page)

(logo) KPMG

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

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

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

/s/ KPMG LLP

Chicago, IL 60601
March 1, 2007





EX-34 (p)
(logo) KPMG

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

Report of Independent Registered Public Accounting Firm

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

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

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

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

/s/ KPMG LLP

Chicago, Illinois
March 1, 2007

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





EX-34 (q)

(logo) ERNST & YOUNG


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

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

Report of Independent Registered Public Accounting Firm

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

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

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

/s/ Ernst & Young LLP

February 20, 2007


A Member Practice of Ernst & Young Global




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

ITEM 1123 ANNUAL STATEMENT OF COMPLIANCE

EMC MORTGAGE CORPORATION

I, John Vella, President and Chief Executive Officer of EMC Mortgage Corporation
("EMC") as servicer pursuant to the BEAR STEARNS ASSET BACKED SECURITIES TRUST I
2006-AC1 Agreement (the "Agreement") hereby certify that:


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

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


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

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



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

(logo) MBA
Member
Mortgage Bankers
Association of America





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

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



Wells Fargo Bank, N.A.
Servicer Compliance Statement


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

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


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

March 1, 2007


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


(page)


EXHIBIT A

<TABLE>
<CAPTION>
                                              MASTER
                                        SERVICER/TRUSTEE
CLIENT  INV#             INV                               DEAL NAME
<S>     <C>     <C>                     <C>               <C>

708     349     WELLS FARGO HE TRUST    WELLS FARGO CTS    WFHET 2006-2
708     B80     WELLS FARGO HE TRUST    WELLS FARGO CTS    WFHET 2005-4
708     B84     WELLS FARGO HE TRUST    WELLS FARGO CTS    WFHET 2006-1
708     J82     WELLS FARGO HE TRUST    WELLS FARGO CTS    WFHET 2004-1
708     L65     WELLS FARGO HE TRUST    WELLS FARGO CTS    WFHET 2005-1
708     M46     WELLS FARGO HE TRUST    WELLS FARGO CTS    WFHET 2005-3
708     M72     WELLS FARGO HE TRUST    WELLS FARGO CTS    WFHET 2005-2
708     N33     WELLS FARGO HE TRUST    WELLS FARGO CTS    WFHET 2004-2


(page)


106     800     NOMURA PMSR     WELLS FARGO CTS   NAAC 2005-AP1
106     801     NOMURA PMSR     WELLS FARGO CTS   NAAC 2004-AP3
106     802     NOMURA PMSR     WELLS FARGO CTS   NAAC 2005-AP3
106     810     NOMURA PMSR     WELLS FARGO CTS   NAAC 2005-AP2
106     811     NOMURA PMSR     WELLS FARGO CTS   NAAC 2005-AP3
106     812     NOMURA PMSR     WELLS FARGO CTS   NAAC 2005-AR3
106     813     NOMURA PMSR     WELLS FARGO CTS   NAAC 2005-AR4
106     814     NOMURA PMSR     WELLS FARGO CTS   NAAC 2005-AR5
106     815     NOMURA PMSR     WELLS FARGO CTS   NAAC 2006-AP1
106     816     NOMURA PMSR     WELLS FARGO CTS   NHELI 2006-HEI
106     817     NOMURA PMSR     WELLS FARGO CTS   2005-AR6
106     818     NOMURA PMSR     WELLS FARGO CTS   2006-AR1
106     819     NOMURA PMSR     WELLS FARGO CTS   NAAC 2006-AR2
106     821     NOMURA PMSR     WELLS FARGO CTS   NAAC 2006-AF1
106     822     NOMURA PMSR     WELLS FARGO CTS   NAAC 2006-AF2
708     232     NOMURA          WELLS FARGO CTS   NAAC 2004-R2
708     362     NOMURA          WELLS FARGO CTS   NHELI 2006-WF1
708     392     NOMURA          WELLS FARGO CTS   NHELI 2006-HE3
708     451     NOMURA          WELLS FARGO CTS   NAAC 2006-WF1
708     826     NORMURA         WELLS FARGO CTS   NHEL 2006-AF1
708     L46     NOMURA          WELLS FARGO CTS   NAAC 2005-WF1
708     M50     NOMURA          WELLS FARGO CTS   NAAC 2005-AP3


(page)


472     B35     BANK OF AMERICA   SERV                  BAFC 2006-A
472     L63     BANK OF AMERICA   SERV                  BAFC 2005-D
591     J78     BANK OF AMERICA   WFB MASTER SERVICING  BAFC 2004-1
591     M01     BANK OF AMERICA   WFB MASTER SERVICING  ABFC 2002-W1
591     M07     BANK OF AMERICA   WFB MASTER SERVICING  ABFC 2002-WF2
591     P45     BANK OF AMERICA   WFB MASTER SERVICING  BAFC 2003-1
708     366     BANK OF AMERICA   SERV                  BAFC 2006-4 SS#RB16
708     846-001 BANK OF AMERICA   MASTERSERV            BAFC 2006-I
708     849-001 BANK OF AMERICA   SERV                  BAFC 2006-J
708     B15     BANK OF AMERICA   SERV                  BAFC 2006-1
708     B30     BANK OF AMERICA   SERV                  BAFC 2005-07
708     B32     BANK OF AMERICA   SERV                  BAFC 2006-D
708     B35     BANK OF AMERICA   SERV                  BAFC 2006-A
708     B42     BANK OF AMERICA   SERV                  BAFC 2006-2
708     B50     BANK OF AMERICA   SERV                  BAFC 2006-3
708     B65     BANK OF AMERICA   SERV                  BAFC 2005-8
708     B83     BANK OF AMERICA   SERV                  BAFC 2006-F
708     L16     BANK OF AMERICA   SERV                  BAFC 2005-2
708     L29     BANK OF AMERICA   SERV                  ABFC 2005-WF1
708     L51     BANK OF AMERICA   SERV                  BAFC 2005-3
708     L63     BANK OF AMERICA   SERV                  BAFC 2005-D
708     L73     BANK OF AMERICA   WFB MASTER SERVICING  BAFC 2005-E
708     M36     BANK OF AMERICA   WFB MASTER SERVICING  BAFC 2005-6 SS#R964
708     M76     BANK OF AMERICA   SERV                  BAFC 2005-05 SS#R919
708     P24     BANK OF AMERICA   WFB MASTER SERVICING  ABFC 2003-WF1


(page)


472     H62     COUNTRYWIDE     WFB MASTER SERVICING    FNMA 2002-W1
685     H62     COUNTRYWIDE     WFB MASTER SERVICING    FNMA 2002-W1


(page)


106     300     CSMC            WELLS FARGO CTS         PMSR CSFB 2003-29
106     301     CSMC            WELLS FARGO CTS         PMSR CSFB 2003-25
106     302     CSMC            WELLS FARGO CTS         PMSR CSFB 2003-27
106     303     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-1
106     305     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-AR1
106     306     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-AR2
106     307     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-AR3
106     308     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-AR4
106     309     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-4
106     311     CSMC            WELLS FARGO CTS         CSFB 2004-AR6
106     314     CSMC            WELLS FARGO CTS         CSFB 2004-5
106     315     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-ARMT 1
106     316     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-8
106     319     CSMC            WELLS FARGO CTS         PMSR CSFB ARMT 2004-3
106     321     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-6
106     322     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-7
106     324     CSMC            WELLS FARGO CTS         PMSR ARMT 2004-5
106     326     CSMC            WELLS FARGO CTS         PMSR CSFB 2005-1
106     327     CSMC            WELLS FARGO CTS         PMSR CSFB 2005-2
106     331     CSMC            WELLS FARGO CTS         PMSR CSFB 2005-4
106     332     CSMC            WELLS FARGO CTS         2004-AR1
106     333     CSMC            WELLS FARGO CTS         2004-AR2
106     334     CSMC            WELLS FARGO CTS         2004-AR3
106     335     CSMC            WELLS FARGO CTS         2004-AR4
106     336     CSMC            WELLS FARGO CTS         PMSR ARMT 2005-3
106     337     CSMC            WELLS FARGO CTS         PMSR ARMT 2005-4
106     345     CSMC            WELLS FARGO CTS         CSFB 2003-19
106     347     CSMC            WELLS FARGO CTS         PMSR ARMT 2005-5
106     348     CSMC            WELLS FARGO CTS         PMSR CSFB 2005-5
106     352     CSMC            WELLS FARGO CTS         PMSR CSFB 2005-6
106     353     CSMC            WELLS FARGO CTS         PMSR CSFB 2005-6
106     354     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-3
106     355     CSMC            WELLS FARGO CTS         PMSR ARMT 2005-6A
106     357     CSMC            WELLS FARGO CTS         PMSR CSFB 2005-7
106     362     CSMC            WELLS FARGO CTS         PMSR CSFB 2003-21
106     363     CSMC            WELLS FARGO CTS         PMSR ARMT 2005-9
106     364     CSMC            WELLS FARGO CTS         CSFB PMSR 2005-8
106     365     CSMC            WELLS FARGO CTS         PMSR 2003-AR30
106     369     CSMC            WELLS FARGO CTS         PMSR 2005-9
106     374     CSMC            WELLS FARGO CTS         PMSR CSMC 2005-11
106     379     CSMC            WELLS FARGO CTS         CSMC PMSR 2006-2
106     383     CSMC            WELLS FARGO CTS         CSMC 2003-AR30
106     384     CSMC            WELLS FARGO CTS         CSAB 2006-1
106     402     CSMC            WELLS FARGO CTS         CSMC 2006-6
106     403     CSMC            WELLS FARGO CTS         ARMT 2006-3
106     405     CSMC            WELLS FARGO CTS         CSFB 2005-12
106     408     CSMC            WELLS FARGO CTS         CSMC 2006-8
106     409     CSMC            WELLS FARGO CTS         CSAB 2006-2
106     508     CSMC            WELLS FARGO CTS         2004-CF2
106     519     CSMC            WELLS FARGO CTS         CSFB 2005-1
106     526     CSMC            WELLS FARGO CTS         CSFB 2005-3
106     536     CSMC            WELLS FARGO CTS         CSFB 2005-6
106     542     CSMC            WELLS FARGO CTS         CSFB 2005-7


(page)


106     544     CSMC            WELLS FARGO CTS         CSFB 2005-8
106     551     CSMC            WELLS FARGO CTS         CSFB 2005-10
106     577     CSMC            WELLS FARGO CTS         CSMC 2006-8a
106     L62     CSMC            WELLS FARGO CTS         CSFB 2003-27
106     L70     CSMC            WELLS FARGO CTS         CSFB 2003-21
106     L76     CSMC            WELLS FARGO CTS         CSFB 2003-23
106     L81     CSMC            WELLS FARGO CTS         CSFB 2004-3
591     M64     CSMC            WELLS FARGO CTS         CSFB 2005-8
708     281     CSMC            WELLS FARGO CTS         FNT  2001-3 CALL DEAL
708     820     CSMC            WELLS FARGO CTS         CSMC 2006-8
708     821     CSMC            WELLS FARGO CTS         SEE  CAT
708     827     CSMC            WELLS FARGO CTS         CSMC 2006-9
708     829     CSMC            WELLS FARGO CTS         CSAB 2006-3
708     839     CSMC            WELLS FARGO CTS         CSAB-2006-4
708     B49     CSMC            WELLS FARGO CTS         CSFB 2005-12
708     M64     CSMC            WELLS FARGO CTS         CSFB 2005-8
708     M86     CSMC            WELLS FARGO CTS         CSFB 2005-9


(page)


106     S50     DEUTSCHE BANK SUB       WELLS FARGO CTS  ACE 2004-HE3
106     S51     DEUTSCHE BANK SUB       WELLS FARGO CTS  ACE 2005-SD2
106     S52     DEUTSCHE BANK SUB       WELLS FARGO CTS  ACE 2005-SD2 - DSI
106     S53     DEUTSCHE BANK SUB       WELLS FARGO CTS  ACE 2005-HE5
106     S54     DEUTSCHE BANK           WELLS FARGO CTS  ACE 2005 SD3
106     S55     DEUTSCHE BANK SUB       WELLS FARGO CTS  2ACE 2005-SD3 - DSI
106     S56     DEUTSCHE BANK SUB       WELLS FARGO CTS  ACE 2006-SD1
106     S57     DEUTSCHE BANK SUB       WELLS FARGO CTS  ACE 2006-SD1- DSI
106     S58     DEUTSCHE BANK SUB       WELLS FARGO CTS  ACE 2006-SD2
106     S59     DEUTSCHE BANK SUB       WELLS FARGO CTS  ACE 2006-SD2- DSI
106     X01     DEUTSCHE BANK PMSR      WELLS FARGO CTS  ACE 2005-HE5
106     X03     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT05AR1
106     X04     DEUTSCHE BANK PMSR      WELLS FARGO CTS  ACE 2005-HE7
106     X05     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT2005-4
106     X06     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT05-AR2
106     X07     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT2005-5
106     X08     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT2005-6
106     X13     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT 2006-AB2
106     X15     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT 2006-AB3
106     X16     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT 2006-AR3
106     X17     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT 2006-AB4
106     X18     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT 2006-AR4
106     X19     DEUTSCHE PMSR           WELLS FARGO CTS  DBALT 2006-AR5
591     H29     DEUTSCHE BANK           WELLS FARGO CTS  ACE 2001-HE1
591     J27     DEUTSCHE BANK           WELLS FARGO CTS  ACE 2003-HE1
591     L69     DEUTSCHE BANK           WELLS FARGO CTS  ACE 2005-SD2
591     Q68     DEUTSCHE BANK           WELLS FARGO CTS  ACE 2002-HE2
708     372     DEUTSCHE BANK           WELLS FARGO CTS  DBALT 2006-AB3
708     483     DEUTSCHE BANK           WELLS FARGO CTS  DBALT 2006-AB4
708     830     DEUTSCHE BANK           WELLS FARGO CTS  DBALT 2006-AR5
708     B63     DEUTSCHE BANK           WELLS FARGO CTS  DBALT 2006-AF1
708     B88     DEUTSCHE BANK           WELLS FARGO CTS  DBALT 2006-AB1
708     J83     DEUTSCHE BANK           WELLS FARGO CTS  ACE 2004-HE1
708     L86     DEUTSCHE BANK           WELLS FARGO CTS  ACE 2005-WF1


(page)


591     185     EMC                     WELLS FARGO CTS  BSALTA 2006-8
708     341     EMC                     WELLS FARGO CTS  BSABS 2006-2
708     342     EMC                     WELLS FARGO CTS  BSARM 2006-2
591     369     EMC                     WELLS FARGO CTS  BSALTA 2006-4
708     369     EMC                     WELLS FARGO CTS  BSALTA 2006-4
472     376     EMC                     WELLS FARGO CTS  2001-2
591     376     EMC                     WELLS FARGO CTS  2001-2
685     376     EMC                     WELLS FARGO CTS  2001-2
472     382     EMC                     WELLS FARGO CTS  2001-1
472     437     EMC                     WELLS FARGO CTS  BSABS 2006-SD3
591     437     EMC                     WELLS FARGO CTS  BSABS 2006-SD3
685     437     EMC                     WELLS FARGO CTS  BSABS 2006-SD3
708     437     EMC                     WELLS FARGO CTS  BSABS 2006-SD3
472     888     EMC                     WELLS FARGO CTS  BSALTA 2006-7
708     888     EMC                     WELLS FARGO CTS  BSALTA 2006-7
708     909     EMC                     WELLS FARGO CTS  BSALTA 2004-7
685     931     EMC                     WELLS FARGO CTS  BSABS 2004-SD3
708     931     EMC                     WELLS FARGO CTS  BSABS 2004-SD3
591     B13     EMC                     WELLS FARGO CTS  BART 2006-1
708     B13     EMC                     WELLS FARGO CTS  BART 2006-1
591     B22     EMC                     WELLS FARGO CTS  PRIME 2004-2
708     B22     EMC                     WELLS FARGO CTS  PRIME 2004-2
472     B23     EMC                     WELLS FARGO CTS  BSABS 2006-SD1
685     B23     EMC                     WELLS FARGO CTS  BSABS 2006-SD1
708     B23     EMC                     WELLS FARGO CTS  BSABS 2006-SD1.
591     B53     EMC                     WELLS FARGO CTS  BSALTA 2005-10
708     B66     EMC                     WELLS FARGO CTS  BART 2005-12
591     B88     EMC                     WELLS FARGO CTS  *
591     D29     EMC                     WELLS FARGO CTS  BSARM 2004-8
708     D29     EMC                     WELLS FARGO CTS  BSARM 2004-8
591     H68     EMC                     WELLS FARGO CTS  WFHM 2002-W08
472     H78     EMC                     WELLS FARGO CTS  FNMA 2002-26
685     H78     EMC                     WELLS FARGO CTS  EMC FNMA 2002-26
591     H82     EMC                     WELLS FARGO CTS  BART 2003-6
472     H84     EMC                     WELLS FARGO CTS  FNMA 2002-33
685     H84     EMC                     WELLS FARGO CTS  FNMA 2002-33
472     H94     EMC                     WELLS FARGO CTS  BSABS 2002-1
591     H94     EMC                     WELLS FARGO CTS  BSABS 2002-1
685     H94     EMC                     WELLS FARGO CTS  BSABS 2002-1
591     J05     EMC                     WELLS FARGO CTS  BSABS
685     J05     EMC                     WELLS FARGO CTS  BSABS
708     J05     EMC                     WELLS FARGO CTS  BSABS
591     J12     EMC                     WELLS FARGO CTS  BART 2003-7
708     J12     EMC                     WELLS FARGO CTS  BART 2003-7
472     J17     EMC                     WELLS FARGO CTS  BSABS 2003-SD3
591     J17     EMC                     WELLS FARGO CTS  BSABS 2003-SD3
685     J17     EMC                     WELLS FARGO CTS  BSABS 2003-SD3
708     J17     EMC                     WELLS FARGO CTS  BSABS 2003-SD3


(page)


591     J29     EMC                     WELLS FARGO CTS  OPTRED 12-03
685     J29     EMC                     WELLS FARGO CTS  OPTRED 12-03
472     J55     EMC                     WELLS FARGO CTS  PRIME TRUST 2004-CL1
591     J55     EMC                     WELLS FARGO CTS  PRIME TRUST 2004-CL1
685     J55     EMC                     WELLS FARGO CTS  PRIME TRUST 2004-CL1
591     J61     EMC                     WELLS FARGO CTS  BART 2004-1
708     J61     EMC                     WELLS FARGO CTS  BART 2004-1
591     J72     EMC                     WELLS FARGO CTS  PRIME TRUST 2004-CL2
472     J76     EMC                     WELLS FARGO CTS  BSABS 2004-SD1
591     J76     EMC                     WELLS FARGO CTS  BSABS 2004-SD1
685     J76     EMC                     WELLS FARGO CTS  BSABS 2004-SD1
708     J76     EMC                     WELLS FARGO CTS  BSABS 2004-SD1
472     J79     EMC                     WELLS FARGO CTS  BSALTA 2005-5
591     J79     EMC                     WELLS FARGO CTS  BSALTA 2005-5
591     J94     EMC                     WELLS FARGO CTS  BSABS 2004-SD2
708     J94     EMC                     WELLS FARGO CTS  BSABS 2004-SD2
708     K22     EMC                     WELLS FARGO CTS  BART 2004-11
708     L00     EMC                     WELLS FARGO CTS  BART 2005-1
708     L05     EMC                     WELLS FARGO CTS  BSALTA 2005-2
472     L27     EMC                     WELLS FARGO CTS  BSALTA 2005-4
591     L27     EMC                     WELLS FARGO CTS  BALTA 2005-4
591     L50     EMC                     WELLS FARGO CTS  BART 2005-4
708     L50     EMC                     WELLS FARGO CTS  BART 2005-4
708     L56     EMC                     WELLS FARGO CTS  PRIME 2005-2
591     L81     EMC                     WELLS FARGO CTS  BART 2005-5
708     L81     EMC                     WELLS FARGO CTS  BART 2005-5 MS#B378
472     M43     EMC                     WELLS FARGO CTS  BART 2005-10 SS#B443
591     M43     EMC                     WELLS FARGO CTS  BART 2005-10
708     M43     EMC                     WELLS FARGO CTS  BART 2005-10 SS#B443
708     M53     EMC                     WELLS FARGO CTS  BSABS I 2005-AC6 MS#B398
708     M61     EMC                     WELLS FARGO CTS  PRIME 2005-3 MS#R937
708     M78     EMC                     WELLS FARGO CTS  PRIME 2005-4 S/S#R953
708     M87     EMC                     WELLS FARGO CTS  BART 2005-9 S/S#B431
472     M88     EMC                     WELLS FARGO CTS  BSABS 2005-SD4
591     M88     EMC                     WELLS FARGO CTS  BSABS 2005-SD4
685     M88     EMC                     WELLS FARGO CTS  BSABS 2005-SD4
708     M88     EMC                     WELLS FARGO CTS  BSABS 2005-SD4
591     P25     EMC                     WELLS FARGO CTS  BSART 2003-1
708     P25     EMC                     WELLS FARGO CTS  BSART 2003-1
472     P28     EMC                     WELLS FARGO CTS  BSABS 2003-1
591     P28     EMC                     WELLS FARGO CTS  BSABS 2003-1
685     P28     EMC                     WELLS FARGO CTS  BSABS 2003-1
591     P47     EMC                     WELLS FARGO CTS  BART 2003-3
708     P47     EMC                     WELLS FARGO CTS  BART 2003-3
472     P69     EMC                     WELLS FARGO CTS  BSABS 2003-2
591     P69     EMC                     WELLS FARGO CTS  BSABS 2003-2
685     P69     EMC                     WELLS FARGO CTS  BSABS 2003-2
708     P69     EMC                     WELLS FARGO CTS  BSABS 2003-2
472     P76     EMC                     WELLS FARGO CTS  FNMA GT
685     P76     EMC                     WELLS FARGO CTS  FNMA GT
472     P80     EMC                     WELLS FARGO CTS  SAMI 2003-CL1
591     P86     EMC                     WELLS FARGO CTS  BSARM 2003-5


(page)


708     P86     EMC                     WELLS FARGO CTS  BSARM 2003-5
472     P95     EMC                     WELLS FARGO CTS  BSABS 2003-SD1
591     P95     EMC                     WELLS FARGO CTS  BSABS 2003-SD1
685     P95     EMC                     WELLS FARGO CTS  BSABS 2003-SD1
708     P95     EMC                     WELLS FARGO CTS  BSABS 2003-SD1
472     Q15     EMC                     WELLS FARGO CTS  5435-5437
685     Q15     EMC                     WELLS FARGO CTS  5435-5437
472     Q24     EMC                     WELLS FARGO CTS  BSABS 2002-2
591     Q24     EMC                     WELLS FARGO CTS  BSABS 2002-2
685     Q24     EMC                     WELLS FARGO CTS  BSABS 2002-2
591     Q81     EMC                     WELLS FARGO CTS  BART 2002-11
708     Q81     EMC                     WELLS FARGO CTS  BART 2002-11
472     Q82     EMC                     WELLS FARGO CTS  2002-90 FNMA
685     Q82     EMC                     WELLS FARGO CTS  FNMA 2002-90
591     Q94     EMC                     WELLS FARGO CTS  BSARM 2002-12
708     Q94     EMC                     WELLS FARGO CTS  BSARM 2002-12
106     V51     EMC SUB BSABS           WELLS FARGO CTS  BSABS 2005-SD3
                2005-SD3
106     V52     EMC SUB BSABS           WELLS FARGO CTS  BSABS 2005-SD4
                2005-SD4
106     Y24     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-10
                BSALTA 2004-10
106     Y25     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-11
                BSALTA 2004-11
106     Y26     EMC PMSR                WELLS FARGO CTS  BSABS 2002-AC1
                BSABS 2002-AC1
106     Y32     EMC PMSR                WELLS FARGO CTS  BSABS 2003-AC3
                BSABS 2003-AC3
106     Y33     EMC PMSR                WELLS FARGO CTS  BSABS 2003-AC4
                BSABS 2003-AC4
106     Y34     EMC PMSR                WELLS FARGO CTS  BSABS 2003-AC5
                BSABS 2003-AC5
106     Y35     EMC PMSR                WELLS FARGO CTS  BSABS 2003-AC6
                BSABS 2003-AC6
106     Y36     EMC PMSR                WELLS FARGO CTS  BSABS 2003-AC7
                BSABS 2003-AC7
106     Y37     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC1
                BSABS 2004-AC1
106     Y38     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC2
                BSABS 2004-AC2
106     Y39     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC3
                BSABS 2004-AC3
106     Y40     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC4
                BSABS 2004-AC4
106     Y41     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC5
                BSABS 2004-AC5
106     Y42     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC6
                BSABS 2004-AC6
106     Y43     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC7
                BSABS 2004-AC7
106     Y44     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC1
                BSABS 2005-AC1


(page)


106     Y45     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC2
                BSABS 2005-AC2
106     Y46     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC3
                BSABS 2005-AC3
106     Y47     EMC PMSR                WELLS FARGO CTS  PRIME 2003-2
                PRIME 2003-2
106     Y48     EMC PMSR                WELLS FARGO CTS  PRIME 2003-3
                PRIME 2003-3
106     Y49     EMC PMSR                WELLS FARGO CTS  PRIME 2004-1
                PRIME 2004-1
106     Y50     EMC PMSR                WELLS FARGO CTS  PRIME 2005-1
                PRIME 2005-1
106     Y53     EMC PMSR                WELLS FARGO CTS  PRIME 2005-2
                PRIME 2005-2
106     Y64     EMC PMSR                WELLS FARGO CTS  BSABS 2003-AC4
                BSABS 2003-AC4
106     Y65     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC4
                BSABS 2004-AC4
106     Y66     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC1
                BSABS 2005-AC1
106     Y68     EMC PMSR                WELLS FARGO CTS  PRIME 2005-5
                PRIME 2005-5
106     Y69     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC1
                BSABS 2006-AC1
106     Y70     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC2
                BSABS 2006-AC2
106     Y72     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC4
                BSABS 2004-AC4
106     Y74     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-03
                BSALTA 2004-03
106     Y75     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-04
                BSALTA 2004-04
106     Y76     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-06
                BSALTA 2004-06
106     Y77     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-08
                BSALTA 2004-08
106     Y78     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-09
                BSALTA 2004-09
106     Y79     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-12
                BSALTA 2004-12
106     Y80     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-02
                BSALTA 2005-02
106     Y81     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-03
                BSALTA 2005-03
106     Y84     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-07
                BSALTA 2004-07
106     Y85     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-04
                BSALTA 2005-04
106     Y86     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-05
                BSALTA 2005-05
106     Y87     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC4
                BSABS 2005-AC4


(page)


106     Y88     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC5
                BSABS 2005-AC5
106     Y89     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-07
                BSALTA 2005-07
106     Y91     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC6
                BSABS 2005-AC6
106     Y92     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-08
                BSALTA 2005-08
106     Y93     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC7
                BSABS 2005-AC7
106     Y94     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-09
                BSALTA 2005-09
106     Y96     EMC PMSR                WELLS FARGO CTS  PRIME 2005-4GRP
                PRIME 2005-
                4GRP
106     Y97     EMC PMSR                WELLS FARGO CTS  LUMINENT 2005-1
106     Y98     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC8
                BSABS 2005-AC8
106     Y99     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC9
                BSABS 2005-AC9
106     ZO1     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-10
                BSALTA 2005-10
106     Z02     EMC PMSR                WELLS FARGO CTS  BSALTA 2006-01
                BSALTA 2006-01
106     Z03     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-08
                BSALTA 2004-08
106     Z04     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-04
                BSALTA 2005-04
106     Z05     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-04
                BSALTA 2005-04
106     Z06     EMC PMSR                WELLS FARGO CTS  BSARM 2005-3
                BSARM 2005-3
106     Z07     EMC PMSR                WELLS FARGO CTS  BSARM 2005-4
                BSARM 2005-4
106     Z08     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-5
                BSALTA 2005-5
106     Z09     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-7
                BSALTA 2005-7
106     Z10     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-7
                BSALTA 2005-7
106     Z11     EMC PMSR                WELLS FARGO CTS  BSARM 2005-7
                BSARM 2005-7
106     Z12     EMC PMSR                WELLS FARGO CTS  BSARM 2005-6
                BSARM 2005-6
106     Z13     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-8
                BSALTA 2005-8
106     Z14     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-9
                BSALTA 2005-9
106     Z15     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-9
                BSALTA 2005-9
106     Z16     EMC PMSR                WELLS FARGO CTS  BSARM 2005-12
                BSARM 2005-12


(page)


106     Z17     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-02
                BSALTA 2005-02
106     Z18     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-5
                BSALTA 2005-5
106     Z22     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-3
                BSALTA 2004-3
106     Z23     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-4
                BSALTA 2004-4
106     Z24     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-5
                BSALTA 2004-5
106     Z25     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-6
                BSALTA 2004-6
106     Z26     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-7
                BSALTA 2004-7
106     Z27     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-8
                BSALTA 2004-8
106     Z28     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-9
                BSALTA 2004-9
106     Z29     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-10
                BSALTA 2004-10
106     Z30     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-11
                BSALTA 2004-11
106     Z31     EMC PMSR                WELLS FARGO CTS  BSARM 2004-8
                BSARM 2004-8
106     Z32     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-12
                BSALTA 2004-12
106     Z33     EMC PMSR                WELLS FARGO CTS  BSARM 2004-12
                BSARM 2004-12
106     Z34     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-02
                BSALTA 2005-02
106     Z35     EMC PMSR                WELLS FARGO CTS  BSARM 2005-1
                BSARM 2005-1
106     Z36     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-3
                BSALTA 2005-3
106     Z37     EMC PMSR                WELLS FARGO CTS  BSALTA 2006-2
                BSALTA 2006-2
106     Z38     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC1
                BSABS 2006-AC1
106     Z39     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC3
                BSABS 2006-AC3
106     Z40     EMC PMSR                WELLS FARGO CTS  BSALTA 2006-3
                BSALTA 2006-3
106     Z44     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-8
                BSALTA 2005-8
106     Z46     EMC PMSR                WELLS FARGO CTS  PRIME 2006-1
                PRIME 2006-1
106     Z47     EMC PMSR                WELLS FARGO CTS  BSABS 2006-SD2
                BSABS 2006-SD2
106     Z50     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-11
                BSALTA 2004-11
106     Z51     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-12
                BSALTA 2004-12


(page)


106     Z52     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC2
                BSABS 2006-AC2
106     Z53     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC4
                BSABS 2006-AC4
106     Z54     EMC PMSR BSMF           WELLS FARGO CTS  BSMF 2006-AC1
                2006-AC1
106     Z55     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC9
                BSABS 2005-AC9
106     Z56     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC1
                BSABS 2006-AC1
106     Z57     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC2
                BSABS 2006-AC2
106     Z58     EMC PMSR                WELLS FARGO CTS  BSALTA 2006-7a
                BSALTA 2006-7a
106     Z59     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC3
                BSABS 2006-AC3
106     Z60     EMC PMSR                WELLS FARGO CTS  PRIME 2005-2
                PRIME 2005-2
106     Z61     EMC PMSR                WELLS FARGO CTS  PRIME 2005-5
                PRIME 2005-5
106     Z62     EMC PMSR                WELLS FARGO CTS  PRIME 2006-1
                PRIME 2006-1


(page


708     F32     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2004-14
472     440     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2006-RP2
472     B70     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2006-AR2
591     822     GOLDMAN SACHS                   WELLS FARGO CTS   GSRPM 2006-16
591     L18     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR2
591     L66     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR4
685     440     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2006-RP2
685     L02     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2005-RP1
708     395     GOLDMAN SACHS                   WELLS FARGO CTS   GSAA 2006-14
708     440     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2006-RP2
708     822     GOLDMAN SACHS                   WELLS FARGO CTS   GSRPM 2006-16
708     B07     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2006-AR1
708     B70     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR2
708     K42     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR1
708     L02     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2005-RP1
708     L18     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR2
708     L34     GOLDMAN SACHS                   WELLS FARGO CTS   GSAA 2005-5
708     L64     GOLDMAN SACHS                   WELLS FARGO CTS   GSAA 2005-7
708     L66     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR4
106     G03     GOLDMAN PMSR GSAA 2006-1        WELLS FARGO CTS   GSAA 2005-9
106     G07     GOLDMAN PMSR GSR 2005-9F        WELLS FARGO CTS   GSR 2005-8F
106     G08     GOLDMAN PMSR GSR 2005-AR        WELLS FARGO CTS   GSR 2005-9F
106     G09     GOLDMAN PMSR GSR 2005AR5        WELLS FARGO CTS   GSR 2005-AR3
106     G11     GOLDMAN PMSR GSAA 200512        WELLS FARGO CTS   GSAA 2005-11
106     G13     GOLDMAN PMSR GSAA 2005-6        WELLS FARGO CTS   GSAA 2005-14
106     G14     GOLDMAN PMSR GSAA 2005-9        WELLS FARGO CTS   GSAA 2005-6
106     G15     GOLDMAN PMSR GSAA 200615        WELLS FARGO CTS   GSAA 2006-13
708     461     GOLDMAN SACHS                   WELLS FARGO CTS   GSAA 2006-16
708     840     GOLDMAN SACHS                   WELLS FARGO CTS   GSAA 2006-18
472     J11     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2003-02
472     J18     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2003-03
472     J62     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2004-1
472     K42     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR1
472     L02     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2005-RP1
472     P48     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2003-1
685     403     GOLDMAN SACHS                   WELLS FARGO CTS   RMSC 1994-7 TRUST
                                                                  COLLAPS
685     J11     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2003-02
685     J18     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2003-03
685     J62     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2004-1
708     J62     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2004-1
708     M31     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR7
708     M57     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR5
708     M92     GOLDMAN SACHS                   WELLS FARGO CTS   GSAA 2005-12
936     J80     GOLDMAN SACHS GMPS 2003-2       WELLS FARGO CTS   GSAMPS 2003-2
936     J81     GOLDMAN SACHS MTGE CO           WELLS FARGO CTS   GSAMPS 2003-3
936     J82     GOLDMAN SACH GSMPS2004-01       WELLS FARGO CTS   GSMPS 2004-1
936     J83     GOLDMAN SACHS GSMPS2004-3       WELLS FARGO CTS   GSMPS 2004-3
708     J11     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2003-02
708     J18     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2003-03
685     P48     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2003-1


(page)


106     U06     GREENWICH PMSR SOUNDVIEW        WF MASTER SERVICING     SOUNDVIEW 2006-NLC1
708     M79     GREENWICH                       WFB MASTER SERVICING    RBSGC 2005-A S/S #RB06


(page)


106     202     HSBC PMSR FFML 2006-FF11        WF MASTER SERVICING     FFML 2006-FF11
106     203     HSBC PMSR HASCO 2006 HE1        WF MASTER SERVICING     HASCO 2006 HE1


(page)


106     265     UBS SUB FROM HUD 601#2      UBS             *
106     909     UBS PMSR GMAC WHOLE LNS     UBS             UBS GMAC WHOLE LOANS
106     915     UBS PMSR WHOLE LOANS        UBS             UBS WHOLE LOAN
472     H00     UBS                         UBS             MMSTR 2004-1 AAR
591     H00     UBS                         UBS             MMSTR 2004-1 AAR
685     H00     UBS                         UBS             MMSTR 2004-1 AAR
708     H00     UBS                         UBS             MMSTR 2004-1 AAR
591     H02     UBS                         UBS             MASTR 2006-1
591     H03     UBS                         UBS             *
472     K32     UBS                         UBS             FANNIE MAE 2004-W14
685     K32     UBS                         UBS             FANNIE MAE 2004-W14
708     K32     UBS                         UBS             FANNIE MAE 2004-W14
472     L09     UBS                         UBS             MARP 2005-1
685     L09     UBS                         UBS             MARP 2005-1
708     L09     UBS                         UBS             MARP 2005-1
708     M99     UBS                         UBS             UBS
106     Q50     UBS SUB MASC 2004-2         UBS             MASD 2004-2
106     Q51     UBS SUB MASTR SLT 2005-1    UBS             UBS MASTR SLT 2005-1
106     Q52     UBS SUB MASD 2005-2         UBS             MASD 2005-2
106     Q53     UBS SUB MASD 2005-3         UBS             MASD 2005-3
106     Q54     UBS SUB MASD 2006-1         UBS             MASD 2006-1
106     Q55     UBS SUB MASD 2006-2         UBS             MASD 2006-2
106     Q56     UBS SUB MASD 2006-3         UBS             MASD 2006-3
708     U04     UBS BANK                    UBS BANK        UBS BANK
708     426     UBS WARBURG                 UBS WARBURG     *
708     L76     UBS WARBURG                 UBS WARBURG     WFMR 2005-M06
472     P68     UBS WARBURG                 UBS WARBURG     WFHM CONFORMING


(page)


106     726     LEHMAN PMSR SASCO 2006BC        WELLS FARGO MASTER SERV  SASCO 2006-BC3
106     729     LEHMAN PMSR SASCO 06-BC5        WELLS FARGO MASTER SERV  SASCO 2006-BC5
106     731     LEHMAN PMSR SASCO 06-BC4        WELLS FARGO MASTER SERV  SASCO 2006-BC4
106     K13     LEHMAN SUB SASCO 2006-BC5       WELLS FARGO MASTER SERV  SASCO 2006-BC5
106     K16     LEHMAN SUB SASCO 2006-BC2       WELLS FARGO MASTER SERV  SASCO 2006-BC2
106     K18     LEHMAN SUB SAIL 2006-3          WELLS FARGO MASTER SERV  SAIL 2006-3
106     K68     LEHMAN SUB 2004-7 DSI           WELLS FARGO MASTER SERV  SAIL 2004-7 DSI


(page)


708     175     MASSACHUSETTS MUTUAL            WFB MASTER SERVICING     *


(page)


591     B04     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2005-11AR
591     BO1     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2005-9AR
591     B18     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2006-3AR
591     M33     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2005-6AR
591     M58     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2005-5AR
708     BO1     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2005-9AR
708     B04     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2005-11AR
708     B18     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2006-3AR
708     B17     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2006-1AR
106     P05     MORGAN PMSR MSM 2004-6AR        WELLS FARGO CTS         MSM 2004-6AR
106     P06     MORGAN PMSR MSM 7AR             WELLS FARGO CTS         MSM 7AR
106     P07     MORGAN PMSR MSM 4               WELLS FARGO CTS         MSM 4
106     P08     MORGAN PMSR MSM 8AR             WELLS FARGO CTS         MSM 8AR
106     P09     MORGAN PMSR MSM 9               WELLS FARGO CTS         MSM 9
106     P10     MORGAN PMSR MSM 10AR            WELLS FARGO CTS         MSM 1OAR
106     P11     MORGAN PMSR MSM 11AR            WELLS FARGO CTS         MSM 11AR
106     P12     MORGAN PMSR MSM 20051FIN        WELLS FARGO CTS         MSM 20051F1N
106     P13     MORGAN PMSR MSM20052ARFIN       WELLS FARGO CTS         MSM20052ARFIN
106     P15     MORGAN PMSR MSM 2005-6AR        WELLS FARGO CTS         MSM 2005-6AR
106     P16     MORGAN PMSR MSM 2005-4          WELLS FARGO CTS         MSM 2005-4
106     P17     MORGAN PMSR MSM 2005-5AR        WELLS FARGO CTS         MSM 2005-5AR
106     P25     MORGAN PMSR MSM 2005-7          WELLS FARGO CTS         MSM 2005-7
106     P32     MORGAN PMSR MSM 2005-3AR        WELLS FARGO CTS         MSM 2005-3AR
106     P35     MORGAN PMSR MSM 2005-10         WELLS FARGO CTS         MSM 2005-10
106     P36     MORGAN PMSR MSM 2005-9AR        WELLS FARGO CTS         MSM 2005-9AR
106     P37     MORGAN PMSR MSM 2005-11AR       WELLS FARGO CTS         MSM 2005-11AR
106     P38     MORGAN PMSR MSM 2006-1AR        WELLS FARGO CTS         MSM 2006-1AR
106     P39     MORGAN PMSR MSM 2006-2AR        WELLS FARGO CTS         MSM 2006-2AR
106     P40     MORGAN PMSR MSM 2006-3AR        WELLS FARGO CTS         MSM 2006-3AR
106     P46     MORGAN PMSR MSM 2006-7          WELLS FARGO CTS         MSM 2006-7
106     P56     MORGAN PMSR MSM 2006-11         WELLS FARGO CTS         MSM 2006-11
106     P58     MORGAN PMSR MSM 2006-6AR        WELLS FARGO CTS         MSM 2006-6AR
106     P59     MORGAN PMSR MSM 2006-8AR        WELLS FARGO CTS         MSM 2006-8AR
106     P62     MORGAN PMSR MSM 2006-9AR        WELLS FARGO CTS         MSM 2006-9AR
106     P63     MORGAN PMSR MSM 2006-2          WELLS FARGO CTS         MSM 2006-2
708     J63     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2004-2AR
708     M33     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2005-6AR
708     M58     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2005-5AR
472     B08     MORGAN STANLEY                  WELLS FARGO CTS         *
708     389     MORGAN STANLEY                  WILSHIRE FHA LOAN       ATTN ROSS LEVINE


(page)


106     V0l     SOCIETE GEN PMSR WHOLE          WELLS FARGO CTS         SOC GEN WHOLE LN
106     V03     SOCIETE GEN PMSR                WELLS FARGO CTS         SGMS 2006-FRE2


(page)


106    H62      SOPAC 1998-1        Wells Fargo CTS      SOPAC 98-1
106    H63      SOPAC 1998-2        Wells Fargo CTS      SOPAC 98-2


(page)


591     H76-001     THORNBURG       WFB MASTER SERVICING    TMST 2002-2
591     H76-002     THORNBURG       WFB MASTER SERVICING    WFHM 2002-W46
591     H76-003     THORNBURG       WFB MASTER SERVICING    WFHM 2002-W53
591     H76-004     THORNBURG       WFB MASTER SERVICING    WFHM 2002-W52
591     J73         THORNBURG       WFB MASTER SERVICING    THORNBURG 2004-1
591     P43         THORNBURG       WFB MASTER SERVICING    TMST 2003-2
708     382         THORNBURG       WFB MASTER SERVICING    TMST 2006-4
708     390         THORNBURG       WFB MASTER SERVICING    TMST 2006-5
708     B09-001     THORNBURG       WFB MASTER SERVICING    BOA SALE
708     B09-002     THORNBURG       WFB MASTER SERVICING    TMST 2006-1
708     B60         THORNBURG       WFB MASTER SERVICING    TMST 2005-4
708     J73         THORNBURG       WFB MASTER SERVICING    THORNBURG 2004-1
708     L68         THORNBURG       WFB MASTER SERVICING    EMC TRNSF HORNBURG 2005-2
708     M84         THORNBURG       WFB MASTER SERVICING    TMST 2005-3
708     M84-001     THORNBURG       WFB MASTER SERVICING    WELLS 2005-20/LEHMAN SALE
708     P16         THORNBURG       WFB MASTER SERVICING    WFHM 2003-W06
708     P43         THORNBURG       WFB MASTER SERVICING    TMST 2003-2


(page)


708     H06     UBS WARBURG               WFB MASTER SERVICING    *
472     J15     UBS WARBURG               WFB MASTER SERVICING    SEE CAT
685     J15     UBS WARBURG               WFB MASTER SERVICING    *
472     M59     UBS WARBURG               WFB MASTER SERVICING    MARP 2005-2
685     M59     UBS WARBURG               WFB MASTER SERVICING    MARP 2005-2
472     H04     UBS WARBURG               WFB MASTER SERVICING    *
106     904     UBS PMSR MAST2005-2       WFB MASTER SERVICING    MAST 2005-2
106     905     UBS PMSR MABS05-AB1       WFB MASTER SERVICING    MABS 05-AB1
106     908     UBS PMSR MALT2005-5       WFB MASTER SERVICING    MALT2005-5
106     910     UBS PMSR MALT2005-3       WFB MASTER SERVICING    MALT2005-3
106     911     UBS PMSR MALT2005-4       WFB MASTER SERVICING    MALT2005-4
106     913     UBS PMSR MAST2005-6       WFB MASTER SERVICING    MASTR 05-6
106     919     UBS PMSR MALT 2006-1      WFB MASTER SERVICING    MALT 2006-1
106     920     UBS PMSR MABS 06-AB1      WFB MASTER SERVICING    MABS06-AB1
106     921     UBS PMSR MABS 2006-NC1    WFB MASTER SERVICING    MABS 2006-NC1
106     922     UBS PMSR MASTR 2006-HE1   WFB MASTER SERVICING    MASTR 2006-HE1
106     923     UBS PMSR MAST 2006-1      WFB MASTER SERVICING    MAST 2006-1
106     924     UBS PMSR MASTR 2006-2     WFB MASTER SERVICING    MASTR 2006-2
106     931     UBS PMSR MABS 2006-HE4    WFB MASTER SERVICING    MABS 2006-HE4
708     H02     UBS WARBURG               WFB MASTER SERVICING    *
708     H03     UBS WARBURG               WFB MASTER SERVICING    *
591     H04     UBS WARBURG               WFB MASTER SERVICING    *
708     H04     UBS WARBURG               WFB MASTER SERVICING    *
708     H05     UBS WARBURG               WFB MASTER SERVICING    *
708     J15     UBS WARBURG               WFB MASTER SERVICING    *
591     J90     UBS WARBURG               WFB MASTER SERVICING    OPTRED 04-2004
708     J90     UBS WARBURG               WFB MASTER SERVICING    *
708     M32     UBS                       WFB MASTER SERVICING    MABS 2005-AB1
708     M59     UBS                       WFB MASTER SERVICING    MARP 2005-2
708     M71     UBS                       WFB MASTER SERVICING    MASTR 2005-WF1 S/S#U219
591     Q27     UBS WARBURG               WFB MASTER SERVICING    MARM 2002-3
591     Q32     UBS WARBURG               WFB MASTER SERVICING    WFHM 2002-S01
591     P23     UBS WARBURG               WFB MASTER SERVICING    MSSTR 2003-1
708     P23     UBS WARBURG               WFB MASTER SERVICING    MSSTR 2003-1


(page)


                WACHOVIA        WELLS FARGO CTS   *
                NATIONAL
685     D61     BANK
708     280     WACHOVIA        WELLS FARGO CTS   *
</TABLE>





EX-35 (o)
(logo) WELLS FARGO

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

Wells Fargo Bank, N.A.


March 12, 2007

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

RE: Annual Statement As To Compliance for Bear Stearns Asset Backed Securities I
Trust 2006-AC1

Per Section 4.16 of the Pooling and Servicing Agreement, dated as of 7/24/2006,
the undersigned Officer of Wells Fargo Bank, N.A., (Master Servicer), hereby
certifies the following for the 2006 calendar year or portion thereof:

(i)   A review of the activities of each such party during the preceding
      calendar year and of its performance under this Agreement or other
      applicable servicing agreement has been made under such officer's
      supervision.

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

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


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

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


(page)


Schedule A

Reporting Errors

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





EX-35 (p)
(logo) WELLS FARGO

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

Wells Fargo Bank, N.A.


March 12, 2007

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

RE: Annual Statement As To Compliance for Bear Stearns Asset Backed Securities I
Trust 2006-AC1

Per Section 4.16 of the Pooling and Servicing Agreement, dated as of 7/24/2006,
the undersigned Officer of Wells Fargo Bank, N.A., (Securities Administrator),
hereby certifies the following for the 2006 calendar year or portion thereof:


(i)   A review of the activities of each such party during the preceding
      calendar year and of its performance under this Agreement or other
      applicable servicing agreement has been made under such officer's
      supervision.

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

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



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

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


(page)


Schedule A


Reporting Errors

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



EX-99



EX-99.1

Consolidated Financial Statements
Financial Guaranty Insurance Company and Subsidiaries
December 31, 2006
with Report of Independent Auditors


<TABLE>

 <c>



                      Financial Guaranty Insurance Company and Subsidiaries

                                Consolidated Financial Statements


                                        December 31, 2006




                                            Contents

Report of Independent Auditors.......................................................................    1
Consolidated Balance Sheets..........................................................................    2
Consolidated Statements of Income....................................................................    3
Consolidated Statements of Stockholder's Equity......................................................    4
Consolidated Statements of Cash Flows................................................................    5
Notes to Consolidated Financial Statements...........................................................    6

</TABLE>





Report of Independent Registered Public Accounting Firm


The Board of Directors and Stockholder
Financial Guaranty Insurance Company

We have audited the accompanying consolidated balance sheets of Financial
Guaranty Insurance Company and Subsidiaries (the "Company") as of December 31,
2006 and 2005, and the related consolidated statements of income, stockholder's
equity, and cash flows for each of the three years in the period ended December
31, 2006. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an
audit of the Company's internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of the Company at
December 31, 2006 and 2005, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended December 31,
2006 in conformity with U.S. generally accepted accounting principles.



/S/ Ernst & Young LLP


New York, New York
February 2, 2007
<TABLE>
<CAPTION>


              Financial Guaranty Insurance Company and Subsidiaries

                           Consolidated Balance Sheets

                (Dollars in thousands, except per share amounts)

                                                                   <c>                     <c>
                                                                              December 31,      December 31,
                                                                              2006              2005
                                                                       --------------------------------------
                                                                          (Unaudited)
Assets
Fixed maturity securities, available for sale, at fair value
   (amortized cost of  $3,627,344 in 2006 and $3,277,291 in 2005)          $ 3,627,007       $ 3,258,738
Variable interest entity fixed maturity securities, held to maturity
   at amortized cost                                                           750,000                 -
Short-term investments                                                         211,726           159,334
                                                                       --------------------------------------
                                                                       --------------------------------------
Total investments                                                            4,588,733         3,418,072

Cash and cash equivalents                                                       29,963            45,077
Accrued investment income                                                       49,843            42,576
Reinsurance recoverable on losses                                                1,485             3,271
Prepaid reinsurance premiums                                                   156,708           110,636
Policy acquisition costs deferred, net                                          93,170            63,330
Receivable from related parties                                                  2,483             9,539
Property and equipment, net of accumulated depreciation of $2,107 in
   2006 and  $885 in 2005                                                        2,617             3,092
Prepaid expenses and other assets                                               17,589            10,354
Foreign deferred tax asset                                                       3,491             3,500
Current income tax receivable                                                        -             2,158
                                                                       --------------------------------------
                                                                       --------------------------------------
Total assets                                                               $ 4,946,082       $ 3,711,605
                                                                       ======================================

Liabilities and stockholder's equity
Liabilities:
    Unearned premiums                                                      $ 1,347,592       $ 1,201,163
    Losses and loss adjustment expense reserves                                 40,299            54,812
    Ceded reinsurance balances payable                                           7,524             1,615
    Accounts payable and accrued expenses and other liabilities                 43,405            36,359
    Capital lease obligations                                                    2,941             4,262
    Payable for securities purchased                                            10,770                 -
    Variable interest entity floating rate notes                               750,000                 -
    Accrued interest expense  - variable interest entity                         1,298                 -
    Current income taxes payable                                                17,520                 -
    Deferred income taxes                                                       76,551            45,963
    Dividends payable                                                           10,000                 -
                                                                       --------------------------------------
Total liabilities                                                            2,307,900         1,344,174
                                                                       --------------------------------------

Stockholder's equity:
   Common stock, par value $1,500 per share; 10,000 shares authorized,
     issued and outstanding                                                     15,000            15,000
   Additional paid-in capital                                                1,901,799         1,894,983
   Accumulated other comprehensive income (loss), net of tax                     6,500           (13,597)
   Retained earnings                                                           714,883           471,045
                                                                       --------------------------------------
Total stockholder's equity                                                   2,638,182        $2,367,431
                                                                       --------------------------------------
                                                                       --------------------------------------
Total liabilities and stockholder's equity                                 $ 4,946,082       $ 3,711,605
                                                                       ======================================

See accompanying notes to consolidated financial statements.



              Financial Guaranty Insurance Company and Subsidiaries

                        Consolidated Statements of Income

                             (Dollars in thousands)




                                                                        Year ended      Year ended     Year ended
                                                                       December 31,    December 31,   December 31,
                                                                           2006            2005           2004
                                                                      -----------------------------------------------
         Revenues:
            Gross direct and assumed premiums written                    $  441,231      $  410,202     $  323,575
            Reassumed ceded premiums                                              -               -          4,959
            Ceded premiums written                                          (74,417)        (29,148)       (14,656)
                                                                       --------------- -------------- ---------------
                                                                       --------------- -------------- ---------------
            Net premiums written                                            366,814         381,054        313,878
            Change in net unearned premiums                                (100,357)       (156,485)      (138,929)
                                                                       --------------- -------------- ---------------
                                                                       --------------- -------------- ---------------
         Net premiums earned                                                266,457         224,569        174,949

         Net investment income                                              138,475         117,072         97,709
         Interest income - investments held by variable interest
            entity                                                           35,893               -              -
         Net realized gains                                                     274             101            559
         Net realized and unrealized gains (losses) on credit
            derivative contracts                                                507            (167)             -
         Other income                                                         1,815             762            736
                                                                       --------------- -------------- ---------------
                                                                       --------------- -------------- ---------------
         Total revenues                                                     443,421         342,337        273,953

         Expenses:
            Loss and loss adjustment expenses                                (8,700)         18,506          5,922
            Underwriting and other operating expenses                        91,614          82,064         73,426
            Policy acquisition costs deferred, net                          (39,728)        (38,069)       (32,952)
            Amortization of policy acquisition costs deferred                11,486           8,302          2,038
            Interest expense - debt held by variable interest entity         35,893               -              -
                                                                       --------------- -------------- ---------------
         Total expenses                                                      90,565          70,803         48,434
                                                                       --------------- -------------- ---------------
                                                                       --------------- -------------- ---------------

         Income before income tax expense                                   352,856         271,534        225,519

         Income tax expense:
            Current                                                          67,895          32,370         42,510
            Deferred                                                         21,123          32,738         12,923
                                                                       --------------- -------------- ---------------
                                                                       --------------- -------------- ---------------
         Total income tax expense                                            89,018          65,108         55,433
                                                                       --------------- -------------- ---------------
                                                                       --------------- -------------- ---------------
         Net income                                                      $  263,838      $  206,426    $   170,086
                                                                       =============== ============== ===============


See accompanying notes to consolidated financial statements.


            Financial Guaranty Insurance Company and Subsidiaries

                 Consolidated Statements of Stockholder's Equity

                             (Dollars in thousands)

                                                                                                            Accumulated Other
                                                                                            Additional        Comprehensive
                                                                              Common         Paid-in         (Loss) Income,
                                                                              Stock          Capital           Net of Tax
                                                                          ---------------------------------------------------
                                                                          ---------------------------------------------------
Balance at January 1, 2004                                                       15,000        1,857,772            2,059
Net income                                                                            -              -                  -
Other comprehensive income:
   Change in fixed maturity securities available for sale, net of tax                 -              -              9,340
   Change in foreign currency translation adjustment, net of tax                      -              -              4,086


Total comprehensive income
Capital contribution                                                                  -           25,000                -
                                                                          ---------------------------------------------------
                                                                          ---------------------------------------------------
Balance at December 31, 2004                                                     15,000        1,882,772           15,485
Net income                                                                            -              -                  -
Other comprehensive income:
   Change in fixed maturity securities available for sale, net of tax                 -              -            (23,550)
   Change in foreign currency translation adjustment, net of tax                      -              -             (5,532)


Total comprehensive income
Capital contribution                                                                  -           12,211                -
                                                                          ---------------------------------------------------
                                                                          ---------------------------------------------------
Balance at December 31, 2005                                                     15,000        1,894,983          (13,597)
Net Income                                                                            -              -                  -
Other comprehensive income:
   Change in fixed maturity securities available for sale, net of tax                 -              -             11,901
   Change in foreign currency translation adjustment, net of tax                      -              -              8,196

Total comprehensive income                                                            -              -                -
Dividends declared to FGIC Corp.                                                      -              -                -
Amortization of stock options and restricted stock                                    -            6,816              -
                                                                          ---------------------------------------------------
                                                                          ---------------------------------------------------
Balance at December 31, 2006                                                   $ 15,000       $1,901,799        $   6,500
                                                                          ===================================================


See accompanying notes to consolidated financial statements.


              Financial Guaranty Insurance Company and Subsidiaries

           Consolidated Statements of Stockholder's Equity (Continued)

                             (Dollars in thousands)



                                                                             Retained
                                                                             Earnings          Total
                                                                          ---------------------------------
                                                                          ---------------------------------
Balance at January 1, 2004                                                       94,533         1,969,364
Net income                                                                      170,086           170,086
Other comprehensive income:
   Change in fixed maturity securities available for sale, net of tax                -              9,340
   Change in foreign currency translation adjustment, net of tax                     -              4,086
                                                                                          -----------------
Total comprehensive income                                                                        183,512
Capital contribution                                                                 -             25,000
                                                                          ---------------------------------
                                                                          ---------------------------------
Balance at December 31, 2004                                                    264,619         2,177,876
Net income                                                                      206,426           206,426
Other comprehensive income:
   Change in fixed maturity securities available for sale, net of tax                -            (23,550)
   Change in foreign currency translation adjustment, net of tax                     -             (5,532)
                                                                                          -----------------
Total comprehensive income                                                                        177,344
Capital contribution                                                                 -             12,211
                                                                          ---------------------------------
                                                                          ---------------------------------
Balance at December 31, 2005                                                    471,045         2,367,431
Net Income                                                                      263,838           263,838
Other comprehensive income:
   Change in fixed maturity securities available for sale, net of tax                -             11,901
   Change in foreign currency translation adjustment, net of tax                     -              8,196
                                                                                          -----------------
Total comprehensive income                                                           -            283,935
Dividends declared to FGIC Corp.                                                (20,000)          (20,000)
Amortization of stock options and restricted stock                                   -              6,816
                                                                          ---------------------------------
                                                                          ---------------------------------
Balance at December 31, 2006                                                $   714,883      $  2,638,182
                                                                          =================================


See accompanying notes to consolidated financial statements.


              Financial Guaranty Insurance Company and Subsidiaries

                      Consolidated Statements of Cash Flows

                             (Dollars in thousands)




                                                               Year ended    Year ended     Year ended
                                                              December 31,  December 31,   December 31,
                                                                  2006          2005           2004
                                                             --------------------------------------------
                                                             --------------------------------------------
Operating activities
Net income                                                     $  263,838     $  206,426    $  170,086
Adjustments to reconcile net income to net cash provided
  by operating activities:
     Amortization of policy acquisition costs deferred             11,486          8,574         2,038
     Policy acquisition costs deferred                            (39,728)       (38,069)      (32,952)
     Depreciation of property and equipment                         1,222            721           164
     Amortization of fixed maturity securities                     33,774         31,504        37,013
     Amortization of short-term investments                           131            481            29
     Net realized gains on investments                               (274)          (101)         (559)
     Stock compensation expense                                     6,816              -             -
     Change in accrued investment income, prepaid
      expenses, foreign deferred tax asset, and other
      assets, net                                                 (14,725)        (8,504)       (5,545)
     Change in realized and unrealized gains on credit
      derivative contracts                                          1,336            167             -
     Change in current income taxes receivable                          -              -           126
     Change in reinsurance recoverable on losses                    1,786           (217)        5,011
     Change in prepaid reinsurance premiums                       (46,072)        (1,344)       14,476
     Change in other reinsurance receivables                            -              -         5,295
     Change in receivable from related parties                      7,056         (8,737)        8,957
     Change in unearned premiums                                  147,589        157,829       124,452
     Change in loss and loss adjustment expenses                  (14,513)        15,631        (1,286)
     Change in ceded reinsurance balances payable and
      accounts payable and accrued expenses and other
      liabilities                                                  10,529          8,923         7,348
     Change in current income taxes payable                        19,678         (6,559)        4,401
     Change in accrued interest expense - variable
     interest entity                                                1,298              -             -
     Change in deferred federal income taxes                       20,878         19,252        12,923
                                                             --------------------------------------------
                                                             --------------------------------------------
Net cash provided by operating activities                         412,105        385,977       351,977
                                                             --------------------------------------------
                                                             --------------------------------------------

Investing activities
Sales and maturities of fixed maturity securities                 198,186        122,638       284,227
Purchases of fixed maturity securities                           (576,386)      (520,089)     (546,028)
Purchases, sales and maturities of short-term
  investments, net                                                (52,126)       (19,342)     (126,125)
Receivable for securities sold                                          -            (20)          170
Payable for securities purchased                                   10,770         (5,715)        5,715
Purchase of fixed assets                                             (477)        (1,405)       (2,572)
Purchase of investments held by variable interest entity         (750,000)             -             -
                                                             --------------------------------------------
                                                             --------------------------------------------
Net cash used in investing activities                          (1,170,033)      (423,933)     (384,613)
                                                             --------------------------------------------
                                                             --------------------------------------------

Financing activities
Proceeds from issuance of debt held by variable interest
entity                                                            750,000              -             -
Capital contribution                                                    -         12,211        25,000
Dividends paid                                                    (10,000)             -             -
                                                             --------------------------------------------
                                                             --------------------------------------------
Net cash provided by  financing activities                        740,000         12,211        25,000
                                                             --------------------------------------------
                                                             --------------------------------------------
Effect of exchange rate changes on cash                             2,814          1,530        (1,717)
                                                             --------------------------------------------
                                                             --------------------------------------------
Net decrease in cash and cash equivalents                         (15,114)       (24,215)       (9,353)

Cash and cash equivalents at beginning of period                   45,077         69,292        78,645
                                                             --------------------------------------------
                                                             --------------------------------------------
Cash and cash equivalents at end of period                     $   29,963     $   45,077    $   69,292
                                                             ============================================
                                                             ============================================

Supplemental disclosure of cash flow information
Income taxes paid                                              $   47,507     $   49,613    $   40,890
Interest paid - debt held by variable interest entity          $   34,595              -             -

See accompanying notes to consolidated financial statements.
</TABLE>




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



1. Business and Organization

Financial Guaranty Insurance Company (the "Company" or "FGIC") is a wholly owned
subsidiary of FGIC Corporation ("FGIC Corp."). The Company provides financial
guaranty insurance and other forms of credit enhancement for public finance and
structured finance obligations. The Company's financial strength is rated "Aaa"
by Moody's Investors Service, Inc., "AAA" by Standard & Poor's Rating Services,
a division of The McGraw-Hill Companies, Inc., and "AAA" by Fitch Ratings, Inc.
The Company is licensed to write financial guaranty insurance in all 50 states,
the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin
Islands, and, through a branch, the United Kingdom. In addition, a United
Kingdom subsidiary of the Company is authorized to write financial guaranty
business in the United Kingdom and has passport rights to write business in
other European Union member countries.

On December 18, 2003, an investor group consisting primarily of The PMI Group,
Inc. ("PMI"), affiliates of the Blackstone Group L.P. ("Blackstone"), affiliates
of the Cypress Group L.L.C. ("Cypress") and affiliates of CIVC Partners L.P.
("CIVC") (collectively, the "Investor Group") completed the acquisition of FGIC
Corp. from a subsidiary of General Electric Capital Corporation ("GE Capital")
in a transaction valued at approximately $2,200,000 (the "Transaction"). An
affiliate of GE Capital owns 2,346 shares, or 100%, of FGIC Corp.'s Senior
Participating Mandatorily Convertible Modified Preferred Stock ("Senior
Preferred Shares"), with an aggregate liquidation preference of $287,255 as of
December 31, 2006, and approximately 5% of FGIC Corp.'s outstanding common
stock.

PMI is the largest stockholder of FGIC Corp., owning approximately 42% of its
common stock at December 31, 2006 and 2005. Blackstone, Cypress and CIVC owned
approximately 23%, 23% and 7% of FGIC Corp.'s common stock, respectively, at
December 31, 2006 and 2005.

2. Basis of Presentation

The consolidated financial statements include the accounts of the Company and
all other entities in which the Company has a controlling financial interest.
All significant intercompany balances have been eliminated.

The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States ("GAAP") requires
management to make estimates and assumptions that affect the amounts reported in
the consolidated financial statements and the accompanying notes. Actual results
could differ from those estimates.

The accompanying financial statements have been prepared on the basis of GAAP,
which differs in certain respects from the accounting practices prescribed or
permitted by the New York State Insurance Department (see Note 4). Certain 2005
and 2004 amounts have been reclassified to conform to the 2006 presentation.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



3. Summary of Significant Accounting Policies

The Company's significant accounting policies are as follows:

a. Investments

All the Company's fixed maturity securities are classified as available for sale
and are recorded on the trade date at fair value. Unrealized gains and losses
are recorded as a separate component of accumulated other comprehensive (loss)
income, net of applicable income taxes, in the consolidated statements of
stockholders' equity. Short-term investments are carried at fair value, which
approximates cost.

Bond discounts and premiums are amortized over the remaining terms of the
respective securities. Realized gains or losses on the sale of investments are
determined based on the specific identification method.

Securities that have been determined to be other than temporarily impaired are
reduced to realizable value, establishing a new cost basis, with a charge to
realized loss at such date.

b. Cash and Cash Equivalents

The Company considers all bank deposits, highly liquid securities and
certificates of deposit with maturities of three months or less at the date of
purchase to be cash equivalents. These cash equivalents are carried at cost,
which approximates fair value.

c. Premium Revenue Recognition

Direct and assumed premiums are received either up-front or over time on an
installment basis. The premium collection method is determined at the time the
policy is issued. Up-front premiums are paid in full at the inception of the
policy and are earned over the period of risk in proportion to the total amount
of principal and interest amortized in the period as a proportion of the
original principal and interest outstanding. Installment premiums are collected
periodically and are reflected in income pro rata over the period covered by the
premium payment, including premiums received on credit default swaps (see Note
6).

Gross direct and assumed premiums written for the years ended December 31, 2006,
2005, and 2004 include $15,989, $965, and $0, respectively, of assumed premiums
written.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



3. Summary of Significant Accounting Policies (continued)

Unearned premiums represent the portion of premiums received applicable to
future periods on insurance policies in force. When an obligation insured by the
Company is refunded by the issuer prior to the end of the expected policy
coverage period, any remaining unearned premium is recognized at that time. A
refunding occurs when an insured obligation is called or legally defeased prior
to stated maturity. Premiums earned on refundings were $41,836, $54,795, and
$42,695 for the years ended December 31, 2006, 2005, and 2004, respectively.

Ceded premiums are recognized in a manner consistent with the premium earned on
the underlying policies.

d. Policy Acquisition Costs

Policy acquisition costs include only those expenses that relate directly to and
vary with premium production. Such costs include compensation of employees
involved in marketing, underwriting and policy issuance functions, rating agency
fees, premium taxes, ceding commissions paid on assumed policies and certain
other expenses. In determining policy acquisition costs, the Company must
estimate and allocate the percentage of its costs and expenses that are
attributable to premium production, rather than to other activities. Policy
acquisition costs, net of ceding commission income on premiums ceded to
reinsurers, are deferred and amortized over the period in which the related
premiums are earned. Anticipated loss and loss adjustment expenses, future
maintenance costs on the in-force business and net investment income are
considered in determining the recoverability of acquisition costs.

e. Loss and Loss Adjustment Expense Reserves

Provision for loss and loss adjustment expenses falls into two categories: case
reserves and watchlist reserves. Case reserves are established for the value of
estimated losses on specific insured obligations that are presently or likely to
be in payment default and for which future loss is probable and can be
reasonably estimated. These reserves represent an estimate of the present value
of the anticipated shortfall between (1) payments on insured obligations plus
anticipated loss adjustment expenses and (2) anticipated cash flow from, and
proceeds to be received on, sales of any collateral supporting the obligation
and/or other anticipated recoveries. The discount rate used in calculating the
net present value of estimated losses is based upon the risk-free rate for the
duration of the anticipated shortfall.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



3. Summary of Significant Accounting Policies (continued)

The Company establishes watchlist reserves to recognize the potential for claims
against the Company on insured obligations that are not presently in payment
default, but which have migrated to an impaired level where there is a
substantially increased probability of default. These reserves reflect an
estimate of probable loss given evidence of impairment, and a reasonable
estimate of the amount of loss given default. The methodology for establishing
and calculating the watchlist reserve relies on a categorization and assessment
of the probability of default, and loss severity in the event of default, of the
specific impaired obligations on the watchlist based on historical trends and
other factors. The watchlist reserves are adjusted as necessary to reflect
changes in the loss expectation inherent in the group of impaired credits.

The reserves for loss and loss adjustment expenses are reviewed regularly and
updated based on claim payments and the results of surveillance. The Company
conducts ongoing insured portfolio surveillance to identify all impaired
obligations and thereby provide a materially complete recognition of potential
losses for each accounting period. The reserves are necessarily based upon
estimates and subjective judgments about the outcome of future events, and
actual results will likely differ from these estimates. Adjustments of estimates
made in prior years may result in additional loss and loss adjustment expenses
or a reduction of loss and loss adjustment expenses in the period an adjustment
is made.

Reinsurance recoverable on losses is calculated in a manner consistent with the
calculation of loss and loss adjustment expenses.

f. Income Taxes

Deferred tax assets and liabilities are recognized to reflect the tax impact
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using statutory tax rates
expected to apply to taxable income in the years in which temporary differences
are expected to be recovered or settled. The effect of a change in tax rates on
deferred tax assets and liabilities is recognized in income in the period in
which a change occurs.

g. Property and Equipment

Property and equipment consists of office furniture, fixtures, computer
equipment and software and leasehold improvements that are reported at cost less
accumulated depreciation. Office furniture and fixtures are depreciated on a
straight-line basis over five years. Leasehold improvements are amortized over
their estimated service lives or over the life of the lease, whichever is
shorter. Computer equipment and software are depreciated over three years.
Maintenance and repairs are charged to expense as incurred.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



3. Summary of Significant Accounting Policies (continued)

h. Foreign Currency Translation

The Company has an established foreign branch and three subsidiaries in the
United Kingdom and insured exposure from a former branch in France. The Company
has determined that the functional currencies of these operations are their
local currencies. Accordingly, the assets and liabilities of these operations
are translated into U.S. dollars at the rates of exchange at December 31, 2006
and 2005, and revenues and expenses are translated at average monthly exchange
rates. The cumulative translation gain (loss) at December 31, 2006 and 2005 was
$6,750 and $(1,446), respectively, net of tax (expense) benefit of ($3,580) and
$723, respectively, and is reported as a separate component of accumulated other
comprehensive income in the consolidated statements of stockholders' equity.

i. Stock Compensation Plan

FGIC Corp. has an incentive stock plan that provides for stock-based
compensation, including stock options, restricted stock awards and restricted
stock units. Stock options are granted for a fixed number of shares with an
exercise price equal to or greater than the estimated fair value of the common
stock at the date of the grant. Restricted stock awards and units are valued at
the estimated fair value of the common stock on the grant date. Prior to January
1, 2006, the Company accounted for grants under this plan under the recognition
and measurement provisions of Accounting Principles Board ("APB") Opinion No.
25, Accounting for Stock Issued to Employees, and related interpretations, as
permitted by Statement of Financial Accounting Standards ("SFAS") No. 123,
Accounting for Stock-Based Compensation.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



3. Summary of Significant Accounting Policies (continued)

Effective January 1, 2006, the Company adopted the fair value recognition
provisions of SFAS No. 123(R), Share-Based Payment ("SFAS No. 123 (R)), using
the modified-prospective-transition method. Under that method, compensation cost
includes all share-based payments granted prior to, but not yet vested as of,
January 1, 2006, based on the grant date fair value estimated in accordance with
SFAS No. 123(R). The Company has estimated the fair value of all stock options
at the date of grant using the Black-Scholes-Merton option pricing model.
Results for prior periods have not been restated.

j. Variable Interest Entities

Financial Interpretation No.46-R, Consolidation of Variable Interest Entities
("FIN 46-R"), provides accounting and disclosure rules for determining whether
certain entities should be consolidated in the Company's consolidated financial
statements. An entity is subject to FIN 46-R, and is called a Variable Interest
Entity ("VIE"), if it has (i) equity that is insufficient to permit the entity
to finance its activities without additional subordinated financial support or
(ii) equity investors that cannot make significant decisions about the entity's
operations or that do not absorb the majority of expected losses or receive the
majority of expected residual returns of the entity.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



3. Summary of Significant Accounting Policies (continued)

Under FIN 46-R, a VIE is consolidated by its primary beneficiary, which is the
party that has a majority of the expected losses or a majority of the expected
residual returns of the VIE, or both. FIN 46-R requires disclosures for
companies that have either a primary or significant variable interest in a VIE.
All other entities not considered VIEs are evaluated for consolidation under
SFAS No. 94, Consolidation of all Majority-Owned Subsidiaries.

As part of its structured finance business, the Company insures debt obligations
or certificates issued by special purpose entities. The Company has evaluated
the relevant transactions and does not believe any such transactions require
consolidation or disclosure under FIN 46-R other than as disclosed in Note 10.

k. Derivative Instruments

Under SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, as amended by SFAS No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities, all derivative instruments are recognized on
the consolidated balance sheet at their fair value, and changes in fair value
are recognized immediately in earnings unless the derivatives qualify as hedges.

The Company provides credit default swaps ("CDSs") to certain buyers of credit
protection by entering into contracts that reference collateralized debt
obligations from cash and synthetic structures backed by pools of corporate,
consumer or structured finance debt. It also offers credit protection on public
finance and structured finance obligations in CDS form. The Company considers
CDS agreements to be a normal extension of its financial guaranty insurance
business, although they are considered derivatives for accounting purposes.
These agreements are recorded at fair value. The Company believes that the most
meaningful presentation of the financial statement impact of these derivatives
is to reflect premiums as installments are received, and to record losses and
loss adjustment expenses and changes in fair value as incurred.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



3. Summary of Significant Accounting Policies (continued)

l. New Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (the "FASB") issued FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN 48"), an
interpretation of SFAS No. 109, Accounting for Income Taxes. FIN 48 clarifies
the accounting for uncertainty in income taxes recognized in an entity's
financial statements in accordance with SFAS No. 109 and prescribes metrics for
the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. FIN 48 also provides guidance on other
matters related to accounting for income taxes. FIN 48 is applicable for fiscal
years beginning after December 15, 2006, with earlier application encouraged if
financial statements, including interim financial statements, have not been
issued for the period of adoption. The Company has not elected early
application, and the interpretation is not expected to have a material impact on
the Company's operating results or financial condition.

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid
Financial Instruments. SFAS No. 155 amends SFAS No. 133, and SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities, and addresses issues raised in SFAS No. 133 Implementation Issue
No. D1, Application of Statement 133 to Beneficial Interests in Securitized
Financial Assets. The primary objectives of SFAS No. 155 are: (i) with respect
to SFAS No. 133, to address the accounting for beneficial interests in
securitized financial assets and (ii) with respect to SFAS No. 140, eliminate a
restriction on the passive derivative instruments that a qualifying special
purpose entity may hold. SFAS No. 155 is effective for those financial
instruments acquired or issued after January 1, 2007. The Company will adopt
SFAS No. 155 on January 1, 2007 and is currently evaluating the implications of
SFAS No. 155 on its financial statements. The adoption of SFAS No. 155 is not
expected to have a material impact on the Company's operating results or
financial condition.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS
No. 157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and requires additional disclosures
about fair value measurements. SFAS No. 157 does not require any new fair value
measurements, but its application could change current practices in determining
fair value. SFAS No. 157 is effective for financial statements issued for fiscal
years beginning after November 15, 2007. The Company is currently evaluating the
implications of SFAS No. 157 and its potential impact on the Company's financial
statements.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



3. Summary of Significant Accounting Policies (continued)

m. Review of Financial Guaranty Industry Accounting Practices

The FASB is drafting a pronouncement to address loss reserving, premium
recognition and deferred acquisition costs in the financial guaranty industry.
Currently, the financial guaranty industry accounts for financial guaranty
insurance contracts under SFAS No. 60, Accounting and Reporting by Insurance
Enterprises, which was developed prior to the emergence of the financial
guaranty industry. As SFAS No. 60 does not specifically address financial
guaranty contracts, there has been diversity in the manner in which different
financial guarantors account for these contracts. The purpose of the
pronouncement would be to provide authoritative guidance on accounting for
financial guaranty contracts issued by insurance companies that are not
accounted for as derivative contracts under SFAS No. 133. When the FASB issues a
final pronouncement, the Company, along with other companies in the financial
guaranty industry, may be required to change certain aspects of accounting for
loss reserves, premium income and deferred acquisition costs. It is not possible
to predict the impact the FASB's pronouncement may have on the Company's
accounting practices.

4. Statutory Accounting Practices

Statutory-basis surplus of the Company at December 31, 2006 and 2005 was
$1,130,779 and $1,162,904, respectively. Statutory-basis net income for the
years ended December 31, 2006, 2005 and 2004 was $220,519, $192,009 and
$144,100, respectively. The Company's statutory contingency reserves were
$1,274,274 and $1,035,397 as of December 31, 2006 and 2005.


<TABLE>

 <c>

             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



5. Investments

The amortized cost and fair values of investments classified as fixed maturity
securities are as follows:

                                                            Gross           Gross
                                          Amortized      Unrealized      Unrealized
                                            Cost            Gains          Losses        Fair Value
                                       ---------------------------------------------------------------
At December 31, 2006
Available for sale:
Obligations of states and political
   subdivisions                          $ 3,117,989      $  27,105       $   20,879     $ 3,124,215
Asset- and mortgage-backed securities        275,647            814            3,574         272,887
U.S. Treasury securities and
   obligations of U.S. government
   corporations and agencies                  90,978            528            1,655          89,851
Corporate bonds                               87,805             85            1,776          86,114
Debt securities issued by foreign
   governments                                41,426             15              245          41,196
Preferred stock                               13,499              -              755          12,744
                                       ---------------------------------------------------------------
                                       ---------------------------------------------------------------
Total fixed maturity securities            3,627,344         28,547           28,884       3,627,007
Short-term investments                       211,749              -               23         211,726
Held to maturity:
Variable interest entity fixed
   maturity securities                       750,000              -                -         750,000
                                       ---------------------------------------------------------------
                                       ---------------------------------------------------------------
Total investments                        $ 4,589,093      $  28,547       $   28,907     $ 4,588,733
                                       ===============================================================


                                                            Gross           Gross
                                          Amortized      Unrealized      Unrealized
                                            Cost            Gains          Losses        Fair Value
                                       ---------------------------------------------------------------
                                       ---------------------------------------------------------------
At December 31, 2005
 Obligations of states and political
   subdivisions                          $ 2,777,807      $  12,718       $  26,410      $ 2,764,115
 Asset- and mortgage-backed securities       209,148            135           3,490          205,793
 U.S. Treasury securities and
   obligations of U.S. government
   corporations and agencies                 148,785          1,387           2,036          148,136
 Corporate bonds                              91,422            501           1,486           90,437
 Debt securities issued by foreign
   governments                                30,930            345               5           31,270
 Preferred stock                              19,199            427             639           18,987
                                       ---------------------------------------------------------------
                                       ---------------------------------------------------------------
 Total fixed maturity securities           3,277,291         15,513          34,066        3,258,738
 Short-term investments                      159,334              -               -          159,334
                                       ---------------------------------------------------------------
                                       ---------------------------------------------------------------
 Total investments                       $ 3,436,625      $  15,513       $  34,066      $ 3,418,072
                                       ===============================================================




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



5. Investments (continued)

The following table shows gross unrealized losses and the fair value of fixed
maturity securities, aggregated by investment category and the length of time
that individual securities have been in a continuous unrealized loss position,
at December 31, 2006:

                                         Less Than 12 Months               12 Months or More                       Total
                               ----------------------------------------------------------------------------------------------------
                               ----------------------------------------------------------------------------------------------------
                                 Fair    Unrealized   No. of        Fair     Unrealized  No. of        Fair   Unrealized   No. of
                                 Value      Losses    Securities    Value      Losses   Securities    Value     Losses   Securities
                               ----------------------------------------------------------------------------------------------------
Obligations of states and       $582,407     $1,971     173      $1,173,894    $18,908     263     $1,756,301    $20,879    436
   political subdivisions
Asset- and mortgage-backed
   securities                     54,862        365      13         149,103      3,209      40        203,965      3,574     53
U.S. Treasury securities and
   obligations of U.S.
   government corporations and
   agencies                       11,988         78       5          53,238      1,578      10         65,226      1,656     15
Other                             54,123        542      73          62,892      1,478      50        117,015      2,020    123
Preferred stock                        -          -      -           12,742        756       1         12,742        756      1
                               ----------------------------------------------------------------------------------------------------
                               ----------------------------------------------------------------------------------------------------
Total temporarily impaired      $703,380     $2,956     264      $1,451,869    $25,929     364     $2,155,249     $28,885    628
   securities
                               ====================================================================================================

The unrealized losses in the Company's investments were caused by interest rate
increases. The Company has evaluated the credit ratings of these securities and
noted no deterioration. Because the decline in market value is attributable to
changes in interest rates and not credit quality, and because the Company has
the ability and intent to hold these investments until a recovery of fair value
above amortized cost, which may be maturity, the Company did not consider these
investments to be other than temporarily impaired at December 31, 2006.

Investments in fixed maturity securities carried at fair value of $4,456 and
$4,625 as of December 31, 2006 and 2005, respectively, were on deposit with
various regulatory authorities, as required by law.

The amortized cost and fair values of investments in fixed maturity securities
available for sale at December 31, 2006 are shown below by contractual maturity
date. Actual maturities may differ from contractual maturities because borrowers
may have the right to call or prepay obligations with or without penalties.

                                                                Amortized             Fair
                                                                  Cost                Value
                                                           ----------------------------------------

Due within one year                                           $       72,446      $       72,036
Due after one year through five years                                746,986             734,423
Due after five years through ten years                             1,496,067           1,490,829
Due after ten years                                                1,311,845           1,329,719
                                                           ----------------------------------------
Total                                                         $    3,627,344      $    3,627,007
                                                           ========================================




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



5. Investments (continued)

For the years ended December 31, 2006, 2005 and 2004, proceeds from sales of
fixed maturity securities, available for sale, were $20,781, $31,380 and
$178,030, respectively. For the years ended December 31, 2006, 2005 and 2004,
gross gains of $382, $185 and $1,859 respectively, and gross losses of $108, $84
and $1,300, respectively, were realized on such sales.

Net investment income of the Company was derived from the following sources:

                                                                               Year ended December 31,
                                                             -------------------------------------------------------------
                                                             -------------------------------------------------------------
                                                                     2006                 2005               2004
                                                             -------------------------------------------------------------
                                                             -------------------------------------------------------------
Income from fixed maturity securities                            $   130,498         $    112,616         $  97,720
Income from short-term investments                                    10,556                6,801             1,450
                                                             -------------------------------------------------------------
                                                             -------------------------------------------------------------
Total investment income                                              141,054              119,417            99,170
Investment expenses                                                   (2,579)              (2,345)           (1,461)
                                                             -------------------------------------------------------------
                                                             -------------------------------------------------------------
Net investment income                                                138,475              117,072            97,709
Interest income - investments held by variable interest
   entity                                                             35,893                    -                 -
                                                             -------------------------------------------------------------
                                                             -------------------------------------------------------------
                                                                    $   174,368           117,072            97,709
                                                             =============================================================

As of December 31, 2006, the Company did not have more than 3% of its investment
portfolio concentrated in a single issuer or industry; however, the Company had
the following investment concentrations by state:

                                           Fair Value
                                       -------------------
                                       -------------------

New York                                 $      325,042
Texas                                           281,781
Florida                                         223,742
New Jersey                                      191,543
Illinois                                        186,600
California                                      180,295
Massachusetts                                   155,202
Michigan                                        128,268
                                       -------------------
                                              1,672,473

All other states                              1,389,883
All other investments                           776,377
                                       -------------------
                                       -------------------
Total investments                        $    3,838,733
                                       ===================




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



6. Derivative Instruments

The Company provides CDSs to certain buyers of credit protection by entering
into contracts that reference collateralized debt obligations from cash and
synthetic structures backed by pools of corporate, consumer or structured
finance debt. It also offers credit protection on public finance and structured
finance obligations in CDS form. The Company considers CDS agreements to be a
normal extension of its financial guaranty insurance business, although they are
considered derivatives for accounting purposes. These agreements are recorded at
fair value. The Company believes that the most meaningful presentation of the
financial statement impact of these derivatives is to reflect revenues as a
component of premiums, and to record claims payments, expected claims as loss
and loss adjustment expenses, and changes in fair value as "Net realized and
unrealized gains (losses) on credit derivative contracts" on the Consolidated
Statements of Income. The Company recorded revenue under CDS agreements of
$17,095, $3,036 and $0 for the years ended December 31, 2006, 2005 and 2004,
respectively. As of December 31, 2006, the Company has recorded no losses and
loss adjustments expenses related to CDS agreements.

The gains and losses recognized by recording CDS agreements at fair value are
determined each quarter based on quoted market prices, if available. If quoted
market prices are not available, the determination of fair value is based on an
internally developed model. As of December 31, 2006 and 2005, all fair value
prices were determined using an internally developed model. The following table
summarizes the realized and unrealized gains (losses) on credit derivative
agreements.

                                                                      Year ended December 31,
                                                                 ----------------------------------
                                                                        2006             2005
                                                                 ----------------- ----------------

    Change in unrealized gains                                      $    2,887         $     545
    Change in unrealized losses                                        (4,223)             (712)
    Realized gains                                                       1,843                 -
    Realized losses                                                          -                 -
                                                                 ----------------- ----------------
                                                                 ----------------- ----------------
Net  realized   and   unrealized   gains   (losses)  on  credit     $      507         $   (167)
    derivative contracts
                                                                 ================= ================

The mark-to-market gain and (loss) on the CDS portfolio were $314 and ($1,817)
at December 31, 2006, and $545 and ($712) at December 31, 2005, and were
recorded in "Other assets" and in "Other liabilities," respectively.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



7. Income Taxes

The Company files a consolidated federal income tax return with FGIC Corp. The
method of allocation between FGIC Corp. and its subsidiaries is determined under
a tax sharing agreement approved by the Company's Board of Directors and the New
York State Insurance Department, and is based upon separate return calculations.

The Company is permitted a tax deduction, subject to certain limitations, for
amounts required to be set aside in statutory contingency reserves by state law
or regulation. The deduction is allowed only to the extent the Company purchases
U.S. Government non-interest bearing tax and loss bonds in an amount equal to
the tax benefit attributable to such deductions. Purchases of tax and loss bonds
are recorded as a reduction of current tax expense. The Company did not purchase
any tax and loss bonds in the year ended December 31, 2006. For the years ended
December 31, 2005 and 2004, the Company purchased $13,565 and $10,810,
respectively, of tax and loss bonds.

The following is a reconciliation of foreign and domestic income taxes computed
at the statutory income tax rate and the provision for foreign and domestic
income taxes:

                                                                  Year ended December 31,
                                                     ---------------------------------------------------
                                                     ---------------------------------------------------
                                                            2006            2005               2004
                                                     ---------------------------------------------------
              Income taxes computed on income           $   123,500      $   95,037       $    78,932
                before provision for federal income
                taxes, at the statutory income tax
                rate
              State and local income taxes, net of
                Federal income taxes                            756             453              479
              Tax effect of:
                 Tax-exempt interest                        (35,646)        (31,072)         (28,015)
                 Other, net                                     408             690            4,037
                                                     ---------------------------------------------------
              Provision for income taxes                $    89,018      $   65,108       $   55,433
                                                     ===================================================

Following are the foreign and domestic components of provision of income taxes:

                                                                  Year ended December 31,
                                                     ---------------------------------------------------
                                                     ---------------------------------------------------
                                                            2006            2005               2004
                                                     ---------------------------------------------------
              Foreign
                 Current                                $      (383)     $    2,409       $     (983)
                 Deferred                                      (752)         (3,038)               -
               Domestic
                 Current                                     68,278          29,961           43,492
                 Deferred                                    21,875          35,776           12,924
                                                     ---------------------------------------------------
                                                     ---------------------------------------------------
               Total                                    $    89,018      $   65,108       $   55,433
                                                     ===================================================




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



7. Income Taxes (continued)

The tax effects of temporary differences that give rise to significant portions
of the net deferred tax liability at December 31, 2006 and 2005 are presented
below:

                                                                            2006              2005
                                                                   --------------------------------------
 Deferred tax assets:
    Tax and loss bonds                                                $      24,375        $   24,375
    Loss and loss adjustment expense reserves                                 3,717             6,180
    AMT credit carryforward                                                       -             7,140
    Property and equipment                                                      125                83
    Deferred compensation                                                     5,222             1,483
    Capital lease                                                             2,591             2,483
    Net operating loss on foreign subsidiaries                                4,228             2,948
    Other                                                                       586               266
                                                                   --------------------------------------
 Total gross deferred tax assets                                             40,844            44,958
                                                                   --------------------------------------

 Deferred tax liabilities:
    Contingency reserves                                                     42,656            42,656
    Unrealized gains on fixed maturity securities
      available for sale                                                     15,734            12,883
    Deferred acquisition costs                                               26,558            19,639
    Premium revenue recognition                                              22,915            10,359
    Profit commission                                                         1,444             1,435
    Unrealized gains on foreign currency                                      3,581               194
    Other                                                                     1,016               255
                                                                   --------------------------------------
                                                                   --------------------------------------
 Total gross deferred tax liabilities                                       113,904            87,421
                                                                   --------------------------------------
                                                                   --------------------------------------
 Net deferred tax liability                                           $      73,060        $   42,463
                                                                   ======================================

As of December 31, 2006 and 2005, there were gross foreign deferred tax assets
of $4,359 and $3,677, respectively, and gross foreign deferred tax liabilities
of $868 and $177, respectively. The net operating losses on foreign subsidiaries
of $14,094 as of December 31, 2006 were generated by FGIC's United Kingdom
subsidiaries. The United Kingdom does not allow net operating losses to be
carried back, but does permit them to be carried forward indefinitely. Based
upon projections of future taxable income over the periods in which the deferred
tax assets are deductible and the estimated reversal of future taxable temporary
differences, the Company believes it is more likely than not that it will
realize the benefits of these deductible differences and, therefore, has not
established a valuation allowance at December 31, 2006 and 2005.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



7. Income Taxes (continued)

The Company's consolidated income tax return for the year ended December 31,
2004 is currently under examination by tax authorities. In the opinion of
management, adequate provision has been made for any additional taxes that may
become due as a result of current or future examinations by tax authorities.

8. Reinsurance

Reinsurance is the commitment by one insurance company (the reinsurer) to
reimburse another insurance company (the ceding company) for a specified portion
of the insurance risks under policies issued by the ceding company in
consideration for a portion of the related premiums received. The ceding company
typically will receive a ceding commission from the reinsurer.

The Company uses reinsurance to increase its capacity to write insurance for
obligations of large, frequent issuers; to meet internal, rating agency or
regulatory single risk limits; to diversify risk; and to manage rating agency
and regulatory capital requirements. In 2005 and 2006, the Company arranged
reinsurance primarily on a facultative (transaction-by-transaction) basis.
During 2006, the Company began arranging reinsurance on a proportional share
basis, as well.

The Company seeks to place reinsurance with financially strong reinsurance
companies since, as a primary insurer, the Company is required to fulfill all
its obligations to policyholders even where a reinsurer fails to perform its
obligations under the applicable reinsurance agreement. The Company regularly
monitors the financial condition of its reinsurers. Under most of the Company's
reinsurance agreements, the Company has the right to reassume all the exposure
ceded to a reinsurer (and receive all the remaining unearned premiums ceded) in
the event of a ratings downgrade of the reinsurer or the occurrence of certain
other events. In certain of these cases, the Company also has the right to
impose additional ceding commissions.

In 2004, some of the Company's reinsurers were downgraded by the rating
agencies, reducing the financial benefits of using reinsurance under rating
agency capital adequacy models, because the Company must allocate additional
capital to the related reinsured exposure. In connection with such a downgrade,
the Company reassumed $4,959 of ceded premiums for the year ended December 31,
2004.

Under certain reinsurance agreements, the Company holds collateral in the form
of letters of credit and trust agreements. Such collateral totaled $102,370 at
December 31, 2006, and can be drawn on in the event of default by the reinsurer.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



8. Reinsurance (continued)

Reinsurance decreased the following balances recorded in the consolidated
statements of income as follows:

                                                    Year ended December 31,
                                        -------------------------------------------------
                                        -------------------------------------------------
                                               2006            2005             2004
                                        -------------------------------------------------

Net premiums earned                        $    28,324   $      25,921    $      24,173
Loss and loss adjustment expenses                1,722             217            4,759

9. Loss and Loss Adjustment Expenses

Activity in the reserves for loss and loss adjustment expenses is summarized as
follows:

                                                Year ended December 31,
                                    -------------------------------------------------
                                    -------------------------------------------------
                                         2006             2005          2004
                                    -------------------------------------------------

Case reserves                          $   33,328      $   15,700     $   18,900
Watchlist reserves                         21,484          23,481         21,567
                                    -------------------------------------------------
                                    -------------------------------------------------
Balance at beginning of period             54,812          39,181           40,467
Less reinsurance recoverable               (3,271)         (3,054)          (8,065)
                                    -------------------------------------------------
Net balance                                51,541          36,127           32,402
                                    -------------------------------------------------
Incurred related to:
  Current period                                -          23,985           11,756
  Prior periods                            (8,700)         (5,479)          (5,834)
                                    -------------------------------------------------
Total incurred                             (8,700)         18,506            5,922
                                    -------------------------------------------------

Paid related to:
  Current period                                -          (1,993)               -
  Prior periods                            (4,027)         (1,099)          (2,197)
                                    -------------------------------------------------
Total paid                                 (4,027)         (3,092)          (2,197)
                                    -------------------------------------------------
                                    -------------------------------------------------

Net balance                                38,814          51,541           36,127
Plus reinsurance recoverable                1,485           3,271            3,054


Case reserves                              28,558          33,328           15,700
Watchlist reserves                         11,741          21,484           23,481
                                    -------------------------------------------------
                                    -------------------------------------------------
Balance at end of period               $   40,299     $    54,812      $    39,181
                                    =================================================




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



9. Loss and Loss Adjustment Expenses (continued)

Case reserves were discounted at interest rates of approximately 4.6% and 4.5%
in 2006 and 2005, respectively. The amount of the discount at December 31, 2006
and 2005 was $6,369 and $15,015, respectively.

At December 31, 2005, the Company had insured public finance obligations located
in the City of New Orleans and the immediately surrounding areas and an
investor-owned utility in New Orleans that were impacted by Hurricane Katrina.
During the year ended December 31, 2006, incurred loss expense consisted
primarily of the release of reserves on certain obligations impacted by
Hurricane Katrina due to the improved financial condition of these credits and
activity related to several structured finance transactions. During the year
ended December 31, 2005, incurred loss expense consisted primarily of the
establishment of reserves on obligations impacted by Hurricane Katrina and
incurred expense related to several structured finance transactions. Loss and
loss adjustment expense included (benefit) expense of $(7,919) and $20,093
related to obligations impacted by Hurricane Katrina for the years ended
December 31, 2006 and 2005, respectively.

At December 31, 2006 and 2005 loss reserves and reinsurance recoverables
included $8,967 and $255 and $21,833 and $1,740, respectively, related to
obligations impacted by Hurricane Katrina. Loss reserves at December 31, 2006
and 2005 were based on management's assessment that the associated insured
obligations have experienced impairment due to diminished revenue sources. Given
the unprecedented nature of the events and the magnitude of damage in the
affected areas related to Hurricane Katrina, the loss reserves were necessarily
based upon estimates and subjective judgments about the outcomes of future
events. The loss reserves were adjusted as additional information was available.

The Company paid no claims related to insured public finance obligations
impacted by Hurricane Katrina during the year ended December 31, 2006. During
the year ended December 31, 2005, the Company paid claims totaling $4,855
related to the insured public finance obligations and was fully reimbursed for
these claims payments in 2005.

During the years ended December 31, 2006 and 2005, the Company paid claims
totaling $4,216 and $1,055, respectively, related to the investor-owned utility
impacted by Hurricane Katrina and received reimbursements of $796 in 2006, for
these claims payments. For the years ended December 31, 2006 and 2005, the
Company paid loss adjustment expenses for professional fees totaling $1,835 and
$748, respectively, related to the investor-owned utility and received
reimbursements of $1,792 for these expenses in 2006. The Company has not
recorded a potential recovery for paid claims and loss adjustment expenses that
have not been reimbursed as of December 31, 2006.

During the year ended December 31, 2004, the increase in incurred loss and loss
adjustment expense related to several structured finance transactions of one
particular issuer.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



10. Variable Interest Entities

FIN 46-R provides accounting and disclosure rules for determining whether
certain entities should be consolidated in the Company's consolidated financial
statements. An entity is subject to FIN 46-R, and is called a variable interest
entity ("VIE"), if it has (i) equity that is insufficient to permit the entity
to finance its activities without additional subordinated financial support or
(ii) equity investors that cannot make significant decisions about the entity's
operations or that do not absorb the majority of its expected losses or receive
the majority of its expected residual returns. A VIE must be consolidated by its
primary beneficiary, which is the party that has a majority of the VIE's
expected losses or a majority of its expected residual returns, or both.

Additionally, FIN 46-R requires disclosures for companies that have either a
primary or significant variable interest in a VIE. All other entities not
considered VIEs are evaluated for consolidation under SFAS No. 94, Consolidation
of all Majority-Owned Subsidiaries.

As part of its structured finance business, the Company insures debt obligations
or certificates issued by special purpose entities. During the first quarter of
2006, the Company consolidated a VIE as a result of financial guarantees
provided by the Company on one transaction related to the securitization of life
insurance reserves. This third-party VIE had assets of $750,000 and an equal
amount of liabilities at December 31, 2006, which are shown under "Assets -
Variable interest entity fixed maturity securities, held to maturity at
amortized cost" and "Liabilities - Variable interest entity floating rate
notes," respectively, on the Company's consolidated balance sheet at December
31, 2006. In addition, accrued investment income includes $1,298 related to the
VIE's fixed income maturity securities, and the corresponding liability is shown
under "Accrued investment expense-variable interest entity" on the Company's
consolidated balance sheet at December 31, 2006. Although the third-party VIE is
included in the consolidated financial statements, its creditors do not have
recourse to the general assets of the Company outside of the financial guaranty
policy provided to the VIE. The Company has evaluated its other structured
finance transactions and does not believe any of the third-party entities
involved in these transactions requires consolidation or disclosure under FIN
46-R. Interest income and expense of $35,893 and $35,893, respectively, were
recognized in the year ended December 31, 2006 on the assets and liabilities of
the VIE and are included on the Consolidated Statements of Income in "Interest
income - investments held by variable interest entity" and "Interest expense -
debt held by variable interest entity," respectively.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



10. Variable Interest Entities (continued)

The Company has entered into agreements providing for the issuance of contingent
preferred trust securities by a group of special purpose trusts. Each trust is
solely responsible for its obligations, and has been established for the purpose
of entering into a put agreement with the Company that obligates the trusts, at
the Company's discretion, to purchase Perpetual Preferred Stock of the Company.
The purpose of this arrangement is to provide capital support to the Company by
allowing it to obtain immediate access to new capital at its sole discretion at
any time through the exercise of the put options. These trusts are considered
VIEs under FIN 46-R. However, the Company is not considered a primary
beneficiary and therefore is not required to consolidate the trusts.

11. Related Party Transactions

The Company had various service agreements with subsidiaries of General Electric
Company and GE Capital. These agreements provided for the payment by the Company
of certain payroll and office expenses, investment fees pertaining to the
management of the Company's investment portfolio, and telecommunication service
charges. Approximately $179 in expenses were incurred during the year ended
December 31, 2004 related to such agreements and are reflected in the
accompanying consolidated financial statements. No expenses were incurred during
the years 2006 and 2005.

The Company is party to a capital lease agreement with a subsidiary of GE
Capital. The lease agreement covers leasehold improvements made to the Company's
headquarters as well as furniture and fixtures and computer hardware and
software used by the Company (see Note 19).

In 2004, the Company entered into a $300,000 soft capital facility, with GE
Capital as lender and administrative agent. The soft capital facility, which
replaced the capital support facility that the Company previously had with GE
Capital, had an initial term of eight years. The Company paid GE Capital $1,132
under this agreement for the year ended December 31, 2004. This agreement was
terminated by the Company in July 2004 and was replaced by a new soft capital
facility (see Note 16).




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



11. Related Party Transactions (continued)

FGIC Corp. is party to transaction fee and monitoring fee agreements with the
members of the Investor Group. Pursuant to these agreements, an affiliate of
each member of the Investor Group received its pro rata portion of an aggregate
transaction fee equal to $25,000. In addition, each of the members of the
Investor Group will receive, in exchange for providing certain financial
advisory services on behalf of FGIC Corp., its pro rata share of an aggregate
$5,000 annual monitoring fee. FGIC Corp. may defer paying the monitoring fee in
certain circumstances and did elect to defer in the period between December 18,
2003 and September 30, 2005. During 2005, FGIC Corp. paid the members of the
Investor Group an aggregate of $10,192 in payment of the monitoring fee covering
the period from December 18, 2003 through December 31, 2005. During 2006, FGIC
Corp. paid the members of the Investor Group an aggregate of $3,789 for the
monitoring fee covering the year ended December 31, 2006. As of December 31,
2006, FGIC Corp. had $1,211 payable to the Investor Group for the monitoring fee
covering the year ended December 31, 2006. Pursuant to the transaction fee and
monitoring fee agreements, FGIC Corp. has agreed to indemnify the members of the
Investor Group and their respective affiliates and other related parties for
losses relating to the transaction fee and monitoring fee agreements.

The Company insures certain non-municipal issues with GE Capital involvement as
sponsor of the insured securitization and/or servicer of the underlying assets.
For some of these issues, GE Capital also provides first loss protection in the
event of default. Gross premiums written on these issues amounted to $2, $3 and
$6 for the years ended December 31, 2006, 2005 and 2004, respectively. As of
December 31, 2006 and 2005, principal outstanding on these deals before
reinsurance was $5,667 and $6,142, respectively.

During 2006, the Company, in the normal course of operations, has entered into
reinsurance transactions with PMI Guaranty Co. and PMI Mortgage Insurance Co.,
which are both wholly-owned subsidiaries of PMI. For the years ended December
31, 2006 and 2005, ceded premiums written were $4,041 and $582, respectively,
and ceding commission income was $578 and $114, respectively. Accounts payable
due to these subsidiaries were $1,283 and $102 at December 31, 2006 and 2005,
respectively.

The Company, in the normal course of operations, has entered into reinsurance
transactions with RAM Reinsurance Company Ltd ("RAM Re"), which is 24% owned by
PMI. For the years ended December 31, 2006 and 2005, ceded premiums written for
these transactions were $9,824 and $4,582, respectively, and ceding commission
income was $2,929 and $1,369, respectively. Accounts payable due to RAM Re were
$91 and $3 at December 31, 2006 and 2005, respectively.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



11. Related Party Transactions (continued)

Cypress, a member of the Investor Group, is reported to own approximately 15% of
Scottish Re Group Limited ("Scottish Re"). During 2006, the Company entered into
a structured finance transaction and assumed a structured finance transaction in
which subsidiaries of Scottish Re were involved. Neither transaction involves
(a) a guaranty by the Company of any obligation of Scottish Re, or (b) the
payment of any fees or other amounts between the Company and Scottish Re. As of
December 31, 2006, there were no amounts due to or from Scottish Re. Gross
premiums written and premiums earned of $699 and $637, respectively, are
reflected in the Consolidated Statements of Income for the year ended December
31, 2006.

The Company believes that the terms of the transactions involving GE Capital,
PMI subsidiaries, RAM Re and Scottish Re described above were substantially
identical to comparable transactions between unaffiliated parties.

12. Compensation Plans

Since January 1, 2004, the Company has offered a defined contribution savings
plan under Section 401(k) of the Internal Revenue Code. This plan covers
substantially all employees who meet minimum age and service requirements and
allows participants to defer a portion of their annual compensation on a pre-tax
basis (for 2006, up to $15 for employees under age 50, plus an additional "catch
up" contribution of up to $5 for employees 50 and older). The Company may also
make discretionary contributions to the plan on behalf of employees. The Company
contributed $4,255, $3,429 and $2,532 to the plan on behalf of employees for the
years ended December 31, 2006, 2005 and 2004, respectively.

The Company also offers a non-qualified deferred compensation plan for certain
employees whose cash compensation equals or exceeds the cap under the 401(k)
Plan. These employees may defer up to 100% of their pre-tax incentive
compensation to a future date and accumulate tax-deferred earnings on this
compensation. The Company may also make discretionary contributions to the plan
on behalf of employees. The Company contributed $827, $583 and $470 to the plan
on behalf of employees for the years ended December 31, 2006, 2005 and 2004,
respectively.

13. Stock Compensation Plan

Employees of the Company may receive stock-based compensation under a FGIC Corp.
incentive stock plan that provides for stock-based compensation, including stock
options, restricted stock awards and restricted stock units. Stock options are
granted for a fixed number of shares with an exercise price equal to or greater
than the fair value of the shares at the date of the grant. Restricted stock
awards and restricted stock units are valued at the fair value of the stock on
the grant date, with no cost to the grantee. Prior to January 1, 2006, the
Company accounted for those plans under the recognition and measurement
provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, and
related interpretations, as permitted by SFAS No. 123, Accounting for
Stock-Based Compensation.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



13. Stock Compensation Plan (continued)

No stock-based employee compensation cost related to stock options was
recognized in the Consolidated Statements of Income for the years ended December
31, 2005 and 2004, as all options granted through that date had an exercise
price equal to the fair value of the underlying common stock on the date of
grant. For grants of restricted stock units, unearned compensation, equivalent
to the estimated fair value of the common stock at the date of grant, was
recorded as a separate component of stockholders' equity and subsequently
amortized to compensation expense over the vesting period.

Effective January 1, 2006, the Company adopted the fair value recognition
provisions of SFAS No. 123(R), Share-Based Payment, using the
modified-prospective-transition method. Under that method, compensation cost
includes all share-based payments granted prior to, but not yet vested as of,
January 1, 2006, based on the grant date fair value estimated in accordance with
SFAS No. 123(R). The Company estimated the fair value of all stock options at
the date of grant using the Black-Scholes-Merton option pricing model. Results
for prior periods have not been restated.

As a result of adopting SFAS No. 123(R) effective January 1, 2006, the Company's
income before income taxes and net income for the year ended December 31, 2006
were impacted as follows:

                                                                        Year ended
                                                                     December 31, 2006
                                                                  -----------------------
                        Income before income taxes                    $    (6,816)

                           Income tax benefit                               2,386
                                                                  ------------------------
                                                                  ------------------------

                       Net income                                     $    (4,430)
                                                                  ========================

The following table illustrates the effect on net income if the Company had
applied the fair value recognition provisions of SFAS No. 123(R) to stock
options granted during the years ended December 31, 2005 and 2004. For purposes
of this pro forma disclosure, the value of the stock options is amortized to
expense over the stock options' vesting periods.

                                                                          Year ended
                                                                         December 31,
                                                             -------------------------------------
                                                                    2005               2004
                                                             ------------------ ------------------
Net income, as reported                                         $     190,466      $    156,880

    Stock option compensation expense determined under fair
    value-based method, net of tax                                    (2,109)           (1,200)
                                                             -------------------------------------
                                                             -------------------------------------

Pro forma net income                                            $     188,357      $    155,680
                                                             =====================================





             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)




13. Stock Compensation Plan (continued)

A summary of option activity for the years ended December 31, 2006, 2005 and
2004 is as follows:

                                                     Number of Shares    Weighted Average
                                                        Subject to      Exercise Price per
                                                         Options               Share
                                                    ------------------- --------------------
       Balance at December 31, 2003:                         93,373          $    840
                                                    =================== ====================
              Granted                                        22,017               752
              Exercised                                           -                 -
              Forfeited                                      (1,237)              746
              Expired                                             -                 -
                                                    ------------------- --------------------
          Balance at December 31, 2004:                     114,153               824
                                                    ------------------- --------------------
              Granted                                        27,145               711
              Exercised                                           -                 -
              Forfeited                                      (1,876)              685
              Expired                                             -                 -
                                                    ------------------- --------------------
         Balance at December 31, 2005:                       139,422              804
                                                    ------------------- --------------------
              Granted                                         38,113              850
              Exercised                                            -                -
              Forfeited                                       (6,504)             776
              Expired                                              -                -
                                                    ------------------- --------------------
          Balance at December 31, 2006:                      171,031        $     815
                                                    ------------------- --------------------
          Shares  subject to  options  exercisable
          at:
          December 31, 2006                                   72,585        $     818
          December 31, 2005                                   42,630        $     840
          December 31, 2004                                   22,831        $     824

Exercise prices for the stock options outstanding at December 31, 2006 range
from $600 to $1,080 per share. At December 31, 2006, the weighted average
remaining contractual life of the outstanding options was approximately seven
years. Stock options granted in 2006 vest ratably over four years and expire
seven years from the date of grant. All stock options granted prior to December
31, 2005 vest ratably over five years and expire ten years from the date of
grant.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



13. Stock Compensation Plan (continued)

The weighted average per share fair value of the stock options granted during
the years ended December 31, 2006, 2005 and 2004 was $238.00, $211.94, and
$48.21, respectively, estimated at the date of grant, using the
Black-Scholes-Merton option valuation model based on the following assumptions:

                                                             Year ended December 31,
                                             ---------------------------------------------------------
                                                    2006              2005                2004
                                             ---------------------------------------------------------

             Expected life                         4 Years            5 Years             5 Years
             Risk-free interest rate                 4.46%             3.691%              4.021%
             Volatility factor                       25.0%              25.0%               25.0%
             Dividend yield                              -                  -                   -

The total fair value of stock options granted during the years ended December
31, 2006, 2005 and 2004 was approximately $9,071, $5,753 and $1,100,
respectively.

As of December 31, 2006, there was $5,584 of total unrecognized compensation
cost related to unvested stock options granted. These costs are expected to be
recognized through April 30, 2010.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



13. Stock Compensation Plan (continued)

Restricted Stock Units
The Company recorded $880 and $45 in compensation expense related to the grant
of restricted stock units for the years ended December 31, 2006 and 2005,
respectively. A summary of restricted stock units is as follows:

                                                                                    Weighted
                                                                                  Average Grant
                                                                   Shares        Date Fair Value
                                                              ----------------- ------------------
                                                              ----------------- ------------------
                          Balance at December 31, 2003:                    -                  -
                              Granted                                    200                600
                              Delivered                                    -                  -
                              Forfeited                                    -                  -
                                                              ----------------- ------------------
                          Balance at December 31, 2004:                  200      $         600
                                                              ----------------- ------------------
                              Granted                                     37                710
                              Delivered                                    -                  -
                              Forfeited                                    -                  -
                                                              ----------------- ------------------
                          Balance at December  31, 2005:                 237                617
                                                              ----------------- ------------------
                              Granted                                  3,275                850
                              Delivered                                 (237)               617
                              Forfeited                                 (213)               850
                                                              ----------------- ------------------
                          Balance at December  31, 2006:               3,062                850
                                                              ----------------- ------------------

As of December 31, 2006 there was $1,451 of total unrecognized compensation cost
related to unvested restricted stock units granted. These costs are expected to
be recognized through January 31, 2009.

14. Dividends

Under New York insurance law, the Company may pay dividends to FGIC Corp. only
from earned surplus, subject to the following limitations: (a) the Company's
statutory surplus after any dividend may not be less than the minimum required
paid-in capital, which was $72,500 in 2006, 2005, and 2004 and (b) dividends may
not exceed the lesser of 10% of its surplus or 100% of adjusted net investment
income, as defined by New York insurance law, for the preceding twelve-month
period, without the prior approval of the New York State Superintendent of
Insurance.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



14. Dividends (continued)

During the year ended December 31, 2006, the Company declared dividends to FGIC
Corp. totaling $20,000 on its common stock and paid dividends of $10,000 to FGIC
Corp., which owns all of the Company's common stock. During the years ended
December 31, 2005 and 2004, the Company did not declare nor pay dividends to
FGIC Corp.

15.  Revolving Credit Facility

During December 2005, FGIC Corp. and the Company entered into a $250,000 senior
unsecured revolving credit facility that matures on December 11, 2010. The
facility is provided by a syndicate of banks and other financial institutions.
In connection with the facility, $150 in syndication costs were prepaid and will
be amortized into expense over the term of the facility. The facility replaced a
similar one-year facility that matured in December 2005. No draws have been made
under either facility.

16. Preferred Trust Securities

On July 19, 2004, the Company entered into a $300,000 facility, consisting of
Money Market Committed Preferred Custodial Trust Securities ("CPS Securities").
This facility replaced a $300,000 "soft capital" facility previously provided by
GE Capital. Under the 2004 facility, each of six separate Delaware trusts (the
"Trusts"), issues $50,000 in perpetual CPS Securities on a rolling 28-day
auction rate basis. Proceeds from these securities are invested in high quality,
short-term securities and are held in the respective Trusts. Each Trust is
solely responsible for its obligations and has been established for the purpose
of entering into a put agreement with the Company, which obligates the Trusts,
at the Company's discretion, to purchase perpetual Preferred Stock of the
Company.

In this way, the program provides capital support to the Company by allowing it
to obtain immediate access to new capital at its sole discretion at any time
through the exercise of the put options. In connection with the establishment of
the Trusts, the Company incurred $4,638 of expenses, which is included in "Other
operating expenses" for the year ended December 31, 2004. The Company recorded
expenses for the right to put its shares to the Trusts of $1,432, $1,806, and
$905 for the years ended December 31, 2006, 2005, and 2004, respectively.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



17. Financial Instruments

(a)   Fair Value of Financial Instruments

      The following methods and assumptions were used by the Company in
      estimating the fair values of financial instruments:

      Fixed Maturity Securities: Fair values for fixed maturity securities are
      based on quoted market prices, if available. If a quoted market price is
      not available, fair values are estimated using quoted market prices for
      similar securities. Fair value disclosure for fixed maturity securities is
      included in the consolidated balance sheets and in Note 5.

      Short-Term Investments: Short-term investments are carried at fair value,
      which approximates cost.

      Cash and Cash Equivalents, Accrued Investment Income, Prepaid Expenses and
      Other Assets, Receivable from Related Parties, Ceded Reinsurance Balances
      Payable, Accounts Payable and Accrued Expenses and Payable for Securities
      Purchased: The carrying amounts of these items approximate their fair
      values.

      The estimated fair values of the Company's financial instruments at
      December 31, 2006 and 2005 were as follows:


                                                             2006                      2005
                                                 ------------------------------------------------------
                                                 ------------------------------------------------------
                                                   Carrying       Fair       Carrying        Fair
                                                    Amount        Value       Amount         Value
                                                 ------------------------------------------------------
         Financial assets:
            Cash on hand and in-demand accounts   $    29,963  $   29,963   $    45,077   $   45,077
            Short-term investments                    211,726     211,726       159,334      159,334
            Fixed maturity securities,
              available for sale                    3,627,007   3,627,007     3,258,738    3,258,738
            Variable interest entity fixed
              maturity securities, held to
              maturity                                750,000     750,000             -            -


       Financial Guaranties: The carrying value of the Company's financial
       guaranties is represented by the unearned premium reserve, net of
       deferred acquisition costs, loss and loss adjustment expense reserves and
       prepaid reinsurance premiums. Estimated fair values of these guaranties
       are based on an estimate of the balance that is necessary to bring the
       future returns for the Company's embedded book of business to a market
       return. The estimated fair values of such financial guaranties was
       $1,176,823 compared to a carrying value of $1,243,530 as of December 31,
       2006, and $1,098,165 compared to a carrying value of $1,099,045 as of
       December 31, 2005.



17. Financial Instruments (continued)

       As of December 31, 2006 and 2005, the net present value of future
       installment premiums was approximately $630,831 and $393,000,
       respectively, both discounted at 5%.

       Derivatives: For fair value adjustments on derivatives, the carrying
       amount represents fair value. The Company uses quoted market prices when
       available, but if quoted market prices are not available, management uses
       internally developed estimates.

(b)   Concentrations of Credit Risk

      The Company considers its role in providing insurance to be credit
      enhancement rather than credit substitution. The Company insures only
      those securities that, in its judgment, are of investment grade quality.
      The Company has established and maintains its own underwriting standards
      that are based on those aspects of credit that the Company deems important
      for the particular category of obligations considered for insurance.

      Credit criteria include economic and social trends, debt management,
      financial management and legal and administrative factors, the adequacy of
      anticipated cash flows, including the historical and expected performance
      of assets pledged to secure payment of securities under varying economic
      scenarios, and underlying levels of protection, such as insurance or
      over-collateralization.

      In connection with underwriting new issues, the Company sometimes
      requires, as a condition to insuring an issue, that collateral be pledged
      or, in some instances, that a third-party guaranty be provided for the
      term of the issue by a party of acceptable credit quality obligated to
      make payment prior to any payment by the Company. The types and extent of
      collateral varies, but may include residential and commercial mortgages,
      corporate and/or government debt and consumer receivables.

      As of December 31, 2006, the Company's total outstanding principal insured
      was $299,889,266, net of reinsurance of $29,888,237. The Company's insured
      portfolio as of December 31, 2006 was broadly diversified by geographic
      and bond market sector, with no single obligor representing more than 1%
      of the Company's principal insured outstanding, net of reinsurance. The
      insured portfolio includes exposure executed in the form of a credit
      derivative. The principal written in the form of credit derivatives was
      $25,888,996 at December 31, 2006.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



17. Financial Instruments (continued)

          As of December 31, 2006, the composition of principal insured by type
          of issue, net of reinsurance, was as follows:

                                                                              Net Principal
                                                                               Outstanding
                                                                          ----------------------
            Municipal:
              Tax-supported                                                  $    134,917,574
              Utility revenue                                                      35,337,159
              Transportation                                                       24,501,099
              Education                                                            10,259,116
              Health Care                                                           6,495,630
              Investor-owned utilities                                              4,825,029
              Housing                                                               1,582,963
              Other                                                                 1,417,555
            Non-municipal and international                                        80,553,141
                                                                          ----------------------
            Total                                                            $    299,889,266
                                                                          ======================

      As of December 31, 2006, the composition of principal insured ceded to
      reinsurers was as follows:

                                                                            Ceded Principal
                                                                              Outstanding
                                                                         -----------------------
          Reinsurer:
            Radian Asset Assurance Inc.                                     $      9,104,883
            Assured Guaranty Corp                                                  5,634,737
            BluePoint RE                                                           3,933,256
            Assured Guaranty Re Ltd.                                               3,167,811
            RAM Reinsurance Company Ltd.                                           2,637,039
            Other                                                                  5,410,511
                                                                         -----------------------
          Total                                                             $     29,888,237
                                                                         =======================

      The Company did not have recoverables in excess of 3% of stockholders'
      equity from any single reinsurer.

      The Company's insured gross and net principal and interest outstanding was
      $519,514,036 and $468,625,903, respectively, as of December 31, 2006.




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



      17. Financial Instruments (continued)

      FGIC is authorized to do business in all 50 states, the District of
      Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands and in
      the United Kingdom. Principal insured outstanding at December 31, 2006 by
      state, net of reinsurance, was as follows:

                                                                     Net Principal
                                                                      Outstanding
                                                                 ----------------------

            California                                             $     35,178,629
            New York                                                     22,327,210
            Florida                                                      15,617,186
            Pennsylvania                                                 14,525,136
            Texas                                                        12,799,320
            Illinois                                                     11,957,490
            New Jersey                                                   10,150,268
            Michigan                                                      8,685,038
            Ohio                                                          7,056,980
            Arizona                                                       6,556,683
                                                                 ----------------------

            All other states                                             74,482,184
            Mortgage and asset-backed                                    67,980,672
            International                                                12,572,470
                                                                 ----------------------
            Total                                                  $    299,889,266
                                                                 ======================




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



18. Commitments and Contingencies

Lease Obligations

The Company leases office space and equipment under operating lease agreements
in the United States and the United Kingdom. Rent expense under operating leases
for the years ended December 31, 2006, 2005 and 2004 was $4,319, $3,631, and
$3,070 respectively. Future payments associated with these leases are as follows
as of December 31, 2006:

                                                                                  Operating Lease
                                                                                    Commitment
                                                                                      Amount
                                                                              ------------------------
             Year:
              2007                                                             $       3,740
              2008                                                                     4,841
              2009                                                                     5,980
              2010                                                                     6,013
              2011                                                                     6,109
              2012 and thereafter                                                     52,170
                                                                              ------------------------
             Total minimum future rental payments                                $      78,853
                                                                              ========================

In connection with the Transaction, the Company entered into a capital lease
with an affiliate of GE Capital, covering leasehold improvements and computer
equipment to be used at its headquarters. At the lease termination date of June
30, 2009, the Company will own the leased equipment. Future payments associated
with this lease are as follows as of December 31, 2006:

                                                                                   Capital Lease
                                                                                    Commitment
                                                                                      Amount
                                                                              ------------------------
             Year ending December 31:
                2007                                                                  1,545
                2008                                                                  1,391
                2009                                                                    265
             Total                                                                    3,201
             Less interest                                                              258
                                                                              ------------------------
                                                                              ------------------------
             Present value of minimum lease payments                          $       2,943
                                                                              ========================




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



18. Commitments and Contingencies (continued)

Justice Department Subpoena

On November 15, 2006, FGIC received a grand jury subpoena from the Antitrust
Division of the U.S. Department of Justice. Based upon press reports, FGIC
believes that the subpoena relates to an ongoing criminal investigation of
alleged bid rigging of awards of municipal guaranteed investment contracts
("Municipal GICs") and that several other companies (including other financial
guarantors) received similar subpoenas.

Until December 18, 2003, FGIC was affiliated with certain companies (the "Former
Affiliates") that provided Municipal GICs; however, at no time did FGIC provide
program insurance for Municipal GICs. The Former Affiliates remained a part of
GE Capital after the Transaction, and all obligations under the outstanding
Municipal GICs remained with the Former Affiliates.

The subpoena contains no allegations or statements concerning FGIC's activities
or business practices, and FGIC is not aware of any such allegations. FGIC has
complied with all requests of the Justice Department and intends to continue to
cooperate fully with the investigation.

19. Comprehensive Income

Accumulated other comprehensive income (loss) of the Company consists of net
unrealized gains and losses on investment securities and foreign currency
translation adjustments. The components of other comprehensive income for the
years ended December 31, 2006, 2005 and 2004 are as follows:

                                                                        Year ended December 31, 2006
                                                               -----------------------------------------------
                                                                   Before           Tax           Net of
                                                                    Tax                            Tax
                                                                   Amount                         Amount
                                                               -----------------------------------------------
                                                               -----------------------------------------------

       Unrealized holding gains arising during the year           $  18,583      $  (6,504)     $   12,079
       Less reclassification adjustment for gains realized
          in net income                                                (274)            96            (178)
                                                               -----------------------------------------------
                                                               -----------------------------------------------
       Unrealized gains on investments                               18,309         (6,408)         11,901
       Foreign currency translation adjustment                       11,583         (3,387)          8,196
                                                               -----------------------------------------------
       Total other comprehensive income                           $  29,892      $  (9,795)     $   20,097
                                                               ===============================================




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statemnts (continued)

                (Dollars in thousands, except per share amounts)



19. Comprehensive Income (continued)

                                                                        Year ended December 31, 2005
                                                                  ------------------------------------------
                                                                     Before          Tax         Net of
                                                                      Tax                          Tax
                                                                     Amount                      Amount
                                                                  ------------------------------------------
                                                                  ------------------------------------------

Unrealized holding losses arising during the year                   $  (36,050)   $  12,566      $ (23,484)
Less reclassification adjustment for gains realized
   in net income                                                          (101)          35            (66)
                                                                  ------------------------------------------
                                                                  ------------------------------------------
Unrealized losses on investments                                       (36,151)      12,601        (23,550)
Foreign currency translation adjustment                                 (8,454)       2,922         (5,532)
                                                                  ------------------------------------------
                                                                  ------------------------------------------
Total other comprehensive loss                                      $  (44,605)   $  15,523      $ (29,082)
                                                                  ==========================================


                                                                        Year ended December 31, 2004
                                                                  ------------------------------------------
                                                                     Before          Tax         Net of
                                                                      Tax                          Tax
                                                                     Amount                      Amount
                                                                  ------------------------------------------
                                                                  ------------------------------------------

Unrealized holding gains arising during the year                    $  14,928     $  (5,225)     $   9,703
Less reclassification adjustment for gains realized
   in net income                                                         (559)          196           (363)
                                                                  ------------------------------------------
                                                                  ------------------------------------------
Unrealized gains on investments                                        14,369        (5,029)         9,340
Foreign currency translation adjustment                                 6,286        (2,200)         4,086
                                                                  ------------------------------------------
                                                                  ------------------------------------------
Total other comprehensive income                                    $  20,655     $  (7,229)     $  13,426
                                                                  ==========================================




             Financial Guaranty Insurance Company and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

                (Dollars in thousands, except per share amounts)



20. Quarterly Financial Information (Unaudited)

                                                      Three months ended                    Year ended
                                     ------------------------------------------------------
                                     ------------------------------------------------------
                                       March 31,    June 30,    September   December 31,   December 31,
                                         2006         2006       30, 2006       2006           2006
                                     ---------------------------------------------------------------------
                                     ---------------------------------------------------------------------
Gross premiums written                  $ 89,281     $163,260    $  85,030   $  103,660     $  441,231
Net premiums written                      82,585      134,373       66,590       83,266        366,814
Net premiums earned                       59,464       71,845       62,738       72,410        266,457
Net investment income and net
    realized gains                        32,319       34,038       35,803       36,315        138,475
Interest income-investments held by
    variable interest entity               4,937        9,658       10,033       11,265         35,893
Other income and net realized and
   unrealized gains (expense) on
   credit derivative products                308          (48)       1,596          740          2,596
Total revenues                            97,028      115,493      110,170      120,730        443,421
Losses and loss adjustment expenses       (1,933)        (265)         520       (7,022)        (8,700)
Interest expense - debt held by
    variable interest entity               4,937        9,658       10,033       11,265         35,893
Income before taxes                       77,573       90,732       85,119       99,432        352,856
Net income                                58,711       67,211       63,563       74,353        263,838

                                                        Three months ended                    Year ended
                                     ---------------------------------------------------------
                                     ---------------------------------------------------------
                                        March 31,      June 30,   September 30, December 31, December 31,
                                          2005           2005          2005         2005         2005
                                     ----------------------------------------------------------------------
                                     ----------------------------------------------------------------------

Gross premiums written                   $84,404       $131,335       $96,787      $97,676      $410,202
Net premiums written                      82,609        113,305        92,331       92,809       381,054
Net premiums earned                       52,633         61,907        54,794       55,235       224,569
Net investment income and net
realized gains                            27,558         28,389        30,117       31,109       117,173
Other income (expense)                       426             90           402         (323)          595
Total revenues                            80,617         90,386        85,313       86,021       342,337
Losses and loss adjustment expenses       (2,611)        (3,066)       20,693        3,490        18,506
Income before taxes                       71,100         81,377        48,783       70,274       271,534
Net income                                53,306         59,992        39,407       53,721       206,426


</TABLE>





EX.99



                            EMC MORTGAGE CORPORATION
                                   Purchaser,

             SAVANNAH BANK, NA DBA HARBOURSIDE MORTGAGE CORPORATION
                                    Company,

                  PURCHASE, WARRANTIES AND SERVICING AGREEMENT
                            Dated as of April 1, 2005




                   (Fixed and Adjustable Rate Mortgage Loans)




(page)
     This  is  a Purchase, Warranties and Servicing Agreement, dated as of April
1,  2005  and  is  executed between EMC MORTGAGE CORPORATION, as Purchaser, with
offices  located  at  Mac  Arthur  Ridge  II, 909 Hidden Ridge Drive, Suite 200,
Irving,  Texas  75038  (the  "Purchaser"), and Savannah Bank, NA dba Harbourside
Mortgage  Corporation,  with  offices  located at 23-B Shelter Cove Lane, Hilton
Head,  South  Carolina  29928  (the  "Company").

                               W I T N E S S E T H:
                               -------------------

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

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

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

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


(page)
                                    ARTICLE I

                                   DEFINITIONS
Section  1.01     Defined  Terms.

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

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

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

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

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

     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 South Carolina, or (iii) a
day  on  which  banks  in  the  State of New York or State of South Carolina 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:   Savannah  Bank  NA  dba  Harbourside  Mortgage  Corporation, its
     -------
successors  in  interest  and  assigns,  as  permitted  by  this  Agreement.

     Company's  Officer's Certificate:   A certificate signed by the Chairman of
     --------------------------------
the  Board,  President,  any  Vice President or Treasurer of Company stating the
date  by  which  Company  expects  to  receive  any  missing  documents sent for
recording  from  the  applicable  recording  office.

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

     Confirmation:  The  trade confirmation letter between the Purchaser and the
     ------------
Company  which  relates  to  the  Mortgage  Loans.

     Consumer  Information:  Information  including,  but  not  limited  to, all
     ---------------------
personal information about Mortgagors that is supplied to the Purchaser by or on
behalf  of  the  Company.

     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 "F 1, 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:  [_______________], or 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
Mortgagor&'  and shall be established in an Eligible Account, in the name of the
Person  that  is  the  "Purchase"  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.

     Lender  Paid  Mortgage  Insurance Rate:  The Lender Paid Mortgage Insurance
     --------------------------------------
Rate  shall  be  a  rate per annum equal to the percentage shown on the Mortgage
Loan  Schedule.

     Lender  Primary  Mortgage Insurance Policy:  Any Primary Mortgage Insurance
     ------------------------------------------
Policy  for  which  premiums  are  paid  by  the  Company.

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

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

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

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

     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 minus the Lender Paid
Mortgage  Insurance  Rate.

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

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

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

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

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

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

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

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

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

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

     (10)     the  Origination  Date  of  the  Mortgage  Loan;

     (11)     the  stated  maturity  date;

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

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

     (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;

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

     (28)     whether  such Mortgage Loan is a "Home Loan", "Covered Home Loan",
"Manufactured  Housing"  or  "Home Improvement Loan" as defmed in the New Jersey
Home  Ownership  Security  Act  of  2002;  and

     (29)     whether  the  Mortgage  Loan  has  a mandatory arbitration clause.

     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 Refmanced Mortgage Loan, be the date of the
funding  of  the  debt  being  refmanced,  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  institution or trust company
          incorporated  under  the  laws  of the United States of America or any
          state  thereof  and  subject to supervision and examination by federal
          and/or  state banicing 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 investment
          or  contractual  commitment  providing  for such investment; provided,
                                                                       --------
          however, that securities issued by any particular corporation will not
          -------
          be  Permitted  Investments to the extent that investments therein will
          cause  the  then  outstanding principal amount of securities issued by
          such  corporation  and  held as Permitted Investments to exceed 10% of
          the  aggregate  outstanding  principal balances of all of the Mortgage
          Loans  and  Permitted  Investments;

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

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

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

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

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

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

     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(bh), 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 defmed
     -----
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.

     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;
                       DEL WERY 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
wnership  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, fmes, forfeitures,
costs  and  expenses  (including  court  costs  and  reasonable attorney's fees)
resulting  from  or  related  to  the  loss,  damage,  or  misplacement  of  any
documentation  delivered  to  Company  pursuant  to  this  paragraph.

Section  2.08     Quality  Control  Procedures.

     The Company must have an internal quality control program that verifies, on
a  regular  basis,  the  existence  and  accuracy of the legal documents, credit
documents,  property appraisals, and underwriting decisions. The program must be
capable  of evaluating and monitoring the overall quality of its loan production
and  servicing  activities. The program is to ensure that the Mortgage Loans are
originated  and  serviced  in accordance with prudent mortgage banking practices
and  accounting  principles;  guard  against dishonest, fraudulent, or negligent
acts;  and  guard  against errors and omissions by officers, employees, or other
authorized  persons.

Section  2.09     Near-term  Principal  Prepayments;  Near Term Payment Defaults

     In the event any Principal Prepayment 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 multiplicd by the amount of such Principal Prepayment. Such
remittance  shall  be  made  by the Company to Purchaser no later than the third
Business  Day  following  receipt  of  such Principal Prepayment by the Company.

     In the event either of the first three (3) scheduled Monthly Payments which
are  due  under  any  Mortgage  Loan after the related Cut-off Date are not made
during  the  month  in  which such Monthly Payments are due, then not later than
five  (5)  Business  Days  after  notice  to  the  Company  by Purchaser (and at
Purchaser's  sole option), the Company, shall repurchase such Mortgage Loan from
the Purchaser pursuant to the repurchase provisions contained in this Subsection
3.03.

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.

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

     (a)     The  Company  is  a  national  association, duly organized, validly
existing  and  in good standing under the laws of the federal laws of the United
States  of  America  and has all licenses necessary to carry out its business as
now  being  conducted, and is licensed and qualified to transact business in and
is in good standing under the laws of each state in which any Mortgaged Property
is  located  or  is otherwise exempt under applicable law from such licensing or
qualification  or  is otherwise not required under applicable law to effect such
licensing or qualification and no demand for such licensing or qualification has
been  made upon such Company by any such state, and in any event such Company is
in  compliance with the laws of any such state to the extent necessary to ensure
the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans
in  accordance  with  the  terms  of  this  Agreement;

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

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

     (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 FITJD, 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 0CC, 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;  and

     (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, Lender Primary Mortgage Insurance
Policy  and  title  insurance  policy,  to  the  extent  required by the related
policies;

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

     (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)     Each  Mortgage  Loan  complies  with,  and the Company has complied
with,  applicable  local,  state  and  federal  laws,  regulations  and  other
requirements  including,  without  limitation,  usury, equal credit opportunity,
real, estate settlement procedures, the Federal Truth-In-Lending Act, disclosure
laws  and  all applicable predatory and abusive lending laws and consummation of
the  transactions contemplated hereby, including without limitation, the receipt
of  interest  by the owner of such Mortgage Loan, will not involve the violation
of  any  such  laws,  rules  or  regulations. None of the Mortgage Loans are (a)
Mortgage  Loans  subject  to 12 CFR Part 226.31, 12 CFR Part 226.32 or 226.34 of
Regulation  Z,  the'  regulation  implementing  TILA,  which implements the Home
Ownership and Equity Protection Act of 1994, as amended, or (b) except as may be
provided in subparagraph (c) below, classified and/or defined, as a "high cost",
"threshold", "predatory" "high risk home loan" or "covered" loan (or a similarly
classified  loan  using  different  terminology  under a law imposing additional
legal  liability  for  mortgage  loans  having  high  interest rates, points and
or/fees)  under  any other applicable state, federal or local law including, but
not  limited  to,  the  States  of  Georgia, New York, North Carolina, Arkansas,
Kentucky  or  New  Mexico,  (c)  Mortgage  Loans  subject to the New Jersey Home
Ownership  Security  Act of 2002 (the "Act"), unless such Mortgage Loan is a (1)
"Home  Loan"  as defined in the Act that is a first lien Mortgage Loan, which is
not  a "High Cost Home Loan" as defined in the Act or (2) "Covered Home Loan" as
defined  in  the Act that is a first lien purchase money Mortgage Loan, which is
not a High Cost Home Loan under the Act, or (d) secured by Mortgaged Property in
the  Commonwealth  of  Massachusetts  with  a  loan application date on or after
November  7,  2004  that refinances a mortgage loan that is less than sixty (60)
months  old,  unless  such  Mortgage Loan (1) is on an investment property, (ii)
meets  the  requirements  set  forth  in  the  Code  of Massachusetts Regulation
("CMR"),  209  CMR 53.04(1)(b), or (iii) meets the requirements set forth in the
209 CMR 53.04(1)(c). In addition to and notwithstanding anything to the contrary
herein,  no  Mortgage  Loan  for  which the Mortgaged Property is located in New
Jersey is a Home Loan as defined in the Act that was made, arranged, or assigned
by  a  person  selling  either  a  manufactured home or home improvements to the
Mortgaged  Property  or  was  made  by  an  originator to whom the Mortgagor was
referred by any such seller. Each Mortgage Loan is being (and has been) serviced
in accordance with Accepted Servicing Practices and applicable state and federal
laws,  including, without limitation, the Federal Truth-In-Lending Act and other
consumer protection laws, real estate settlement procedures, usury, equal credit
opportunity  and  disclosure  laws.  Company  shall  maintain in its possession,
available  for  the Purchaser's inspection, as appropriate, and shall deliver to
the  Purchaser or its designee upon demand, evidence of compliance with all such
requirements;

     (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 FIILMC 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;  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
Mortgage  Note  requires  a  monthly  payment which is sufficient (a) during the
period  prior  to  the  first adjustment 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  Adjustment  Date,  to  fully amortize the outstanding principal
balance  as of the first day of such period over the then remaining tern 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 provisions which would result
in  negative  amortization.  None  of  the  Mortgage  Loans contain a conversion
feature  which would cause the Mortgage Loan interest rate to convert to a fixed
interest  rate.  None  of  the Mortgage Loans are considered agricultural loans;

     (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. Any Mortgage Loan subject to a
Lender  Primary  Mortgage Insurance Policy obligates the Company to maintain the
Lender  Primary Mortgage Insurance Policy and to pay all premiums and charges in
connection  therewith;

     (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)     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 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;

     (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;

     (xx)     There  is no Mortgage Loan that was originated on or after October
1,  2002  and  before March 7, 2003, which is secured by property located in the
State  of  Georgia;

     (yy)     No  proceeds  from  any  Mortgage Loan were used to finance single
premium  credit  insurance  policies;

     (zz)     No  borrower  was encouraged or required to select a Mortgage Loan
product offered by the Mortgage Loan's originator which is a higher cost product
designed  for  less  creditworthy  borrowers, unless at the time of the Mortgage
Loan's  origination,  such  borrower  did not qualify taking into account credit
history  and  debt-to-income ratios for a lower-cost credit product then offered
by  the  Mortgage  Loan's  originator  or  any  affiliate of the Mortgage Loan's
originator. If, at the time of loan application, the borrower may have qualified
for  a  lower-cost credit product then offered by any mortgage lending affiliate
of  the  Mortgage Loan's originator, the Mortgage Loan's originator referred the
borrower's  application  to  such  affiliate  for  underwriting  consideration;

     (aaa)     The  methodology used in underwriting the extension of credit for
each  Mortgage  Loan  employs objective mathematical principles which relate the
borrower's  income,  assets  and  liabilities  to  the proposed payment and such
underwriting methodology does not rely on the extent of the borrower's equity in
the  collateral  as  the  principal  determining factor in approving such credit
extension.  Such  underwriting  methodology  confirmed  that  at  the  time  of
origination (application/approval) the borrower had a reasonable ability to make
timely  payments  on  the  Mortgage  Loan;

     (bbb)     With  respect  to  any  Mortgage  Loan  that contains a provision
permitting  imposition  of  a  premium upon a prepayment prior to maturity:  (i)
prior to the loan's origination, the borrower agreed to such premium in exchange
for  a  monetary  benefit, including but not limited to a rate or fee reduction,
(ii)  prior  to  the  loan's origination, the borrower was offered the option of
obtaining  a mortgage loan that did not require payment of such a premium, (iii)
the  prepayment  premium  is  disclosed  to  the  borrower in the loan documents
pursuant to applicable state and federal law, and (iv) notwithstanding any state
or  federal  law  to the contrary, the Servicer shall not impose such prepayment
premium  in  any instance when the mortgage debt is accelerated as the result of
the  borrower's  default  in  making  the  loan  payments;

     (ccc)     No borrower was required to purchase any credit life, disability,
accident  or  health insurance product as a condition of obtaining the extension
of  credit.  No  borrower  obtained  a  prepaid  single-premium  credit  life,
disability,  accident  or  health  insurance  policy  in  connection  with  the
origination  of  the Mortgage Loan; No proceeds from any Mortgage Loan were used
to  purchase single premium credit insurance policies as part of the origination
of,  or  as  a  condition  to  closing,  such  Mortgage  Loan;

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

     (eee)     Any  Mortgage  Loan  with  a  Mortgaged  Property in the State of
Illinois  complies  with  the  Illinois  Interest  Act;  and

     (fff)     With  respect  to any Mortgage Loan originated on or after August
1,  2004  and  underlying  the  security,  neither  the related Mortgage nor the
related  Mortgage Note requires the borrower to submit to arbitration to resolve
any  dispute  arising  out  of  or  relating  in  any  way  to the mortgage loan
transaction.

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 defmed in
Section  860F  of the Code) or otherwise subject the REMIC to tax, or (ii) cause
the  REMIC  to  fail  to  qualify  as  a  REIVIIC  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 i 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;

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

     (h)     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 and Lender Primary Mortgage Insurance
Policies,  insurance  claims,  the  title,  management  and  disposition  of REO
Property,  permitted  withdrawals  with  respect  to  REO  Property, liquidation
reports, and reports of foreclosures and abandonments of Mortgaged Property, the
transfer  of  Mortgaged  Property,  the  release  of  Mortgage  Files,  annual
statements,  and  examination  of  records  and  facilities. In the event of any
conflict,  inconsistency  or discrepancy between any of the servicing provisions
of this Agreement and the related Term Sheet and any of the servicing provisions
of  the Fannie Mae Guides, the provisions of this Agreement 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  and  Lender  Primary  Mortgage  Insurance  Policy insurer, if required.

     Notwithstanding anything in this Agreement to the contrary, if any Mortgage
Loan becomes subject to a Pass-Through Transfer, the Company (a) with respect to
such  Mortgage  Loan,  shall  not  permit  any modification with respect to such
Mortgage  Loan  that  would  change the Mortgage Interest Rate and (b) shall not
(unless  the  Mortgagor is in default with respect to such Mortgage Loan or such
default  is,  in  the  judgment  of the Company, reasonably foreseeable) make or
permit  any  modification, waiver or amendment of any term of such Mortgage Loan
that would both (i) effect an exchange or reissuance of such Mortgage Loan under
Section  1001  of  the Code (or Treasury regulations promulgated thereunder) and
(ii)  cause  any  REMIC  to  fail  to  qualify  as a REMIC under the Code or the
imposition  of any tax on "prohibited transactions" or "contributions" after the
startup  date  under  the  REIVIIC  Provisions.

     Prior  to taking any action with respect to the Mortgage Loans subject to a
Pass-Through  Transfer,  which  is  not  contemplated  under  the  terms of this
Agreement,  the  Company  will  obtain  an  Opinion of Counsel acceptable to the
trustee  in such Pass-Through Transfer with respect to whether such action could
result  in  the imposition of a tax upon any REMIC (including but not limited to
the  tax  on prohibited transactions as defmed in Section 860F(a)(2) of the Code
and  the  tax  on  contributions  to a REMIC set forth in Section 860G(d) of the
Code)(either  such  event,  an "Adverse REMIC Event"), and the Company shall not
take  any  such  actions as to which it has been advised that an Adverse REIVIIC
Event  could  occur.

     The  Company  shall  not permit the creation of any "interests" (within the
meaning  of  Section 860G of the Code) in any REMIC. The Company shall not enter
into  any  arrangement by which a REMIC will receive a fee or other compensation
for  services  nor  permit  a REMIC to receive any income from assets other than
"qualified  mortgages" as defmed in Section 860G(a)(3) of the Code or "permitted
investments"  as  defmed  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  Purchasers
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 Subservice?s fees and expenses. For
purposes  of  distributions  and  advances  by  the  Company  pursuant  to  this
Agreement,  the Company shall be deemed to have received a payment on a Mortgage
Loan  when  the  Subservicer  has  received  such  payment.

Section  4.02     Collection  of  Mortgage  Loan  Payments.

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

     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 Lender
Primary  Mortgage  Insurance  Policies  and  the  best interest of Purchaser, to
foreclose  upon  or  otherwise  comparably  convert  the ownership of properties
securing  such of the Mortgage Loans as come into and continue in default and as
to  which  no satisfactory arrangements can be made for collection of delinquent
payments  pursuant  to Section 4.01. Foreclosure or comparable proceedings shall
be  initiated  within  ninety  (90) days of default for Mortgaged Properties for
which  no  satisfactory  arrangements  can  be made for collection of delinquent
payments, subject to state and federal law and regulation. The Company shall use
its best efforts to realize upon defaulted Mortgage Loans in such manner as will
maximize  the  receipt  of  principal and interest by the Purchaser, taking into
account,  among  other  things,  the  timing  of  foreclosure  proceedings.  The
foregoing  is  subject  to the provisions that, in any case in which a Mortgaged
Property shall have suffered damage, the Company shall not be required to expend
its  own funds toward the restoration of such property unless it shall determine
in  its  discretion  (i)  that  such  restoration  will increase the proceeds of
liquidation of the related Mortgage Loan to the Purchaser after reimbursement to
itself for such expenses, and (ii) that such expenses will be recoverable by the
Company  through  Insurance  Proceeds  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 notif' 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.

     In  the event that a Mortgage Loan becomes part of a REMIC, and becomes REO
Property, such property shall be disposed of by the Company, with the consent of
Purchaser  as required pursuant to this Agreement, before the close of the third
taxable year following the taxable year in which the Mortgage Loan became an REO
Property,  unless  the  Company  provides  to  the trustee under such REIVIIC an
opinion  of  counsel  to  the  effect  that  the  holding  of  such REO Property
subsequent  to the close of the third taxable year following the taxable year in
which  the  Mortgage  Loan  became  an  REO  Property,  will  not  result in the
imposition  of  taxes  on "prohibited transactions" as defmed in Section 860F of
the  Code,  or cause the transaction to fail to qualify as a REIvIIC at any time
that  certificates  are outstanding. Company shall manage, conserve, protect and
operate each such REO Property for the certificateholders solely for the purpose
of  its  prompt  disposition  and  sale  in  a  manner which does not cause such
property  to  fail  to  qualify  as "foreclosure property" within the meaning of
Section 860F(a)(2)(E) of the Code, or any "net income from foreclosure property"
which is subject to taxation under the REMIC provisions of the Code. Pursuant to
its efforts to sell such property, the Company shall either itself or through an
agent selected by Company, protect and conserve such property in the same manner
and  to  such  an  extent as is customary in the locality where such property is
located.  Additionally,  Company shall perform the tax withholding and reporting
related  to  Sections  1445  and  6050J  of  the  Code.

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

     The  Company  shall  segregate  Sand  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  24  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 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;

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

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

     In  connection  with  its  activities  as  servicer,  the Company agrees to
prepare  and  present,  on  behalf  of  itself  and the Purchaser, claims to the
insurer  under  any  Private  Mortgage  Insurance  Policy in a timely fashion in
accordance  with  the terms of such Primar5' Mortgage Insurance Policy or Lender
Primary  Mortgage  Insurance  Policy and, in this regard, to take such action as
shall  be  necessary  to  permit  recovery  under any Primary Mortgage Insurance
Policy  or  Lender  Primary  Mortgage  Insurance  Policy  respecting a defaulted
Mortgage  Loan.  Pursuant  to Section 4.04, any amounts collected by the Company
under any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance
Policy  shall  be  deposited  in  the  Custodial  Account, subject to withdrawal
pursuant  to  Section  4.05.

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 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 t  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,
and  thereafter  assume  the  responsibility  for marketing such REO property in
accordance  with  Accepted  Servicing  Practices.  Thereafter, the Company shall
continue to provide certain administrative services to the Purchaser relating to
such  REO  Property as set forth in this Section 4.13. No Servicing Fee shall be
assessed  or  otherwise  accrue  on  any REO Property from and after the date on
which  it  becomes  an  REO  Property.

     The  Company  shall,  either  itself  or  through  an agent selected by the
Company,  and in accordance with the Fannie Mae Guides manage, conserve, protect
and  operate  each  REO  Property in the same manner that it manages, conserves,
protects  and operates other foreclosed property for its own account, and in the
same  manner  that  similar property in the same locality as the REO Property is
managed. The Company shall cause each REO Property to be inspected promptly upon
the  acquisition  of  title  thereto  and  shall  cause  each REO Property to be
inspected  at  least  monthly  thereafter  or more frequently as required by the
circumstances.  The  Company  shall make or cause to be made a written report of
each  such  inspection.  Such reports shall be retained in the Mortgage File and
copies  thereof  shall  be  forwarded  by  the  Company  to  the  Purchaser.

     The  Company  shall  use its best efforts to dispose of the REO Property as
soon  as  possible and shall sell such REO Property in any event within one year
after  title has been taken to such REO Property, unless the Company determines,
and  gives  an appropriate notice to the Purchaser to such effect, that a longer
period  is  necessary  for  the  orderly  liquidation of such REO Property. If a
longer period than one (1) year is permitted under the foregoing sentence and is
necessary  to  sell  any  REO  Property, the Company shall report monthly to the
Purchaser  as  to  the  progress being made in selling such REO Property. No REO
Property  shall be marketed for less than the Appraised Value, withOut the prior
consent  of  Purchaser.  No REO Property shall be sold for less than ninety five
percent  (95%)  of  its Appraised Value, without the prior consent of Purchaser.
All requests for reimbursement of Servicing Advances shall be in accordance with
the  Fannie  Mae Guides. The disposition of REO Property shall be carried out by
the  Company  at  such price, and upon such terms and conditions, as the Company
deems  to  be  in  the  best  interests  of  the Purchaser (subject to the above
conditions)  only with the prior written consent of the Purchaser. Company shall
provide monthly reports to Purchaser in reference to the status of the marketing
of  the  REO  Properties.

     Notwithstanding  anything  to  the contrary contained herein, the Purchaser
may,  at  the  Purchaser's sole option, terminate the Company as servicer of any
such  REO  Property without payment of any termination fee with respect thereto,
provided  that  the  Company  shall on the date said termination takes effect be
reimbursed for any unreimbursed advances of the Company's funds made pursuant to
Section  5.03 and any unreimbursed Servicing Advances and Servicing Fees in each
case  relating to the Mortgage Loan underlying such REO Property notwithstanding
anything  to  the  contrary  set forth in Section 4.05. In the event of any such
termination,  the  provisions  of  Section  11.01  hereof  shall  apply  to said
termination  and the transfer of servicing responsibilities with respect to such
REO  Property to the Purchaser or its designee. Within five Business Days of any
such  termination,  the  Company shall, if necessary convey such property to the
Purchaser and shall further provide the Purchaser with the following information
regarding  the  subject REO Property:  the related drive by appraisal or brokers
price  opinion,  and  copies of any related Mortgage Impairment Insurance Policy
claims.  In  addition,  within five Business Days, the Company shall provide the
Purchaser with the following information and documents regarding the subject REO
Property:  the related trustee's deed upon sale and copies of any related hazard
insurance  claims,  or  repair  bids.

Section  4.14     Notification  of  Maturity  Date.

     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 ternis 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 i 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 B 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.

     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.  V

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

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 February 28ih of
each  year,  beginning  February  28,  2005,  an  executed Officers' Certificate
acceptable  to  the  Purchaser 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. Such Officers' Certificate shall
contain  no  restrictions  or  limitations  on its use. Copies of such statement
shall  be  provided  by  the  Company  to  the  Purchaser  upon  request.

     If the Company cannot deliver the related Officers' Certificate by February
28th  of  such year, the Purchaser, at its sole option, may permit a cure period
for  the  Company  to  deliver such Officers' Certificate, but in no event later
than  March  15th  of  such  year.

     Failure  of  the  Company  to timely comply with this Section 6.05 shall be
deemed  an  Event of Default, automatically, without notice and without any cure
period, and Purchaser 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, as
provided  in  Section  9.01.  Such  termination  shall  be considered with cause
pursuant  to Section 10.01 of this Agreement. This paragraph shall supercede any
other  provision  in  this  Agreement  or  any  other agreement to the contrary.

Section  6.05     Annual  Independent  Certified  Public  Accountants' Servicing
Report.

     The  Company, at its expense and not later than February 28th of each year,
beginning  February  28,  2005,  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 acceptable 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.  Such  statement  shall contain no restrictions or limitations on its
use. Copies of such statement shall be provided by the Company to the Purchaser.
In  addition, on an annual basis, Company shall provide Purchaser with copies of
its  audited  financial  statements.

     If  the  Company  cannot  deliver the related statement by February 28Ui of
such  year,  the Purchaser, at its sole option, may permit a cure period for the
Company to deliver such statement, but in no event later than March 15th of such
year.

     Failure  of  the  Company  to timely comply with this Section 6.05 shall be
deemed  an  Event of Default, automatically, without notice and without any cure
period, and Purchaser 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, as
provided  in  Section  9.01.  Such  termination  shall  be considered with cause
pursuant  to Section 10.01 of this Agreement. This paragraph shall supercede any
other  provision  in  this  Agreement  or  any  other agreement to the contrary.

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, SA]F and/or BIF, and which is a
HUB-approved mortgagee whose primary business is in origination and servicing of
first  lien  mortgage  loans,  and  (iii) who is a Fannie Mae or FFILMC 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 r 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 fmancial
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)  satisf'ing  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

                                  TERIV11NATION

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  tenns  of  this  Agreement.

Section  10.02     Termination  Without  Cause.

     The Purchaser may, at its sole option, terminate any rights the Company may
have  hereunder,  without  cause,  upon no less than 90 days written notice. Any
such  notice  of termination shall be in writing and delivered to the Company as
provided  in  Section  11.05  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 Companyts 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:

             Savannah  Bank  NA  dba  Harbourside  Mortgage  Corporation
             23-B  Shelter  Cove  Land
             Hilton  Head,  South  Carolina  29928
             Attn.:  Richard  Gillette
             Email:  Richard.Gillette@harboursideus.com
                     ----------------------------------

     (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

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

Section  11.09     Reproduction  of  Documents.

     This  Agreement  and  all  documents  relating  thereto, including, without
limitation,  (i)  consents,  waivers  and  modifications  which may hereafter be
executed,  (ii)  documents  received  by  any  party  at  the closing, and (iii)
fmancial  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  nonpublic  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 11.10 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.

     The  Company  agrees  that the Company (i) shall comply with any applicable
laws  and regulations regarding the privacy and security of Consumer Information
including,  but  not limited to the Gramm-Leach-Bliley Act, Title V, Subtitle A,
15  U.S.C.  Sec.  6801  et  seq., (ii) shall not use Consumer Information in any
manner  inconsistent  with  any  applicable  laws  and regulations regarding the
privacy  and security of Consumer Information, (iii) shall not disclose Consumer
Information  to  third  parties  except at the specific written direction of the
Purchaser,  (iv)  shall maintain adequate physical, technical and administrative
safeguards  to protect Consumer Information from unauthorized access as provided
by  the  applicable  laws  and regulations, and (v) shall immediately notify the
Purchaser  of  any actual or suspected breach of the confidentiality of Consumer
Information  that  would'  have  a material and adverse effect on the Purchaser.

     The  Company  agrees  that the Company shall indemnify, defend and hold the
Purchaser  harmless  from and against any loss, claim or liability the Purchaser
may  suffer  by  reason  of the Company's failure to perform the obligations set
forth  in  this  Section  11.10.

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     Signature  Pages/Counterpartsz  Successors  and  Assigns.

     This Agreement and/or any Term Sheet shall be executed by each party (i) in
one  or  more  fully  executed  copies,  each  of which shall constitute a fully
executed  original  Agreement,  and/or  (ii)  in counterparts having one or more
original  signatures,  and  all  such  counterparts  containing  the  original
signatures  of all of the parties hereto taken together shall constitute a fully
executed  original  Agreement  or  Term  Sheet,  as  applicable, and/or (iii) by
delivery  of  one  or  more original signed signature pages to the other parties
hereto  (x) by mail or courier, and/or (y) by electronic transmission, including
without  limitation  by  telecopier,  facsimile  or  email  of  a  scanned image
("Electronic  Transmission"), each of which as received shall constitute for all
purposes  an  executed  original signature page of such party. The Purchaser may
deliver  a  copy  of  this  Agreement  and/or  any Term Sheet, fully executed as
provided  herein,  to  each  other  party  hereto  by mail and/or courier and/or
Electronic  Transmission, and such copy as so delivered shall constitute a fully
executed  original Agreement or Term Sheet, as applicable, superseding any prior
form  of  the  Agreement or Term Sheet, as applicable, that differs therefrom in
any  respect.  This  Agreement shall inure to the benefit of and be binding upon
the  Company  and  the  Purchaser  and  their  respective successor 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, the Purchaser may
effect  a  sale  (each, a "Reconstitution") of some or all of the Mortgage Loans
then  subject  to  this  Agreement,  without  recourse,  to:

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

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

     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
Dat&').  In  that  connection,  the  Company  shall  provide to such servicer or
issuer,  as  the case may be, and any other participants in such Reconstitution:
(i)  any  and  all  information  (including servicing portfolio information) and
appropriate  verification  of  information  (including  servicing  portfolio
information)  which  may be reasonably available to the Company, whether through
letters  of  its auditors and counsel or otherwise, as the Purchaser or any such
other participant shall request upon reasonable demand; and (ii) such additional
representations,  warranties,  covenants,  opinions  of  counsel,  letters  from
auditors, and certificates of public officials or officers of the Company as are
reasonably  agreed  upon  by  the  Company  and  the Purchaser or any such other
participant.  In  connection with each Pass-Through Transfer, the Company agrees
to  provide  reasonable  and  customary indemnification to the Purchaser and its
affilates  for  disclosure  contained  in  any offering document relating to the
Company  or  its affilates, the Mortgage Loans and the underwriting standards of
the Mortgage Loans. The Purchaser shall be responsible for the costs relating to
the  delivery  of  such  information.

     All  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     Monthly  Reporting  with  Respect  to  a  Reconstitution.

     As  long  as  the  Company continues to service Mortgage Loans, 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  Excel  or  such  electronic  delimited file format as may be
mutually  agreed  upon  by both Purchaser and Company. Such information shall be
provided  monthly  for  all  Reconstituted  Mortgage  Loans  on  the fifth (5th)
Business  Day  of  each  month for the immediately preceding monthly period, and
shall  be  transmitted  to  fast.data@bear.com.


(page)
IN  WITNESS WHEREOF, the Company and the Purchaser have caused their names to be
signed  hereto  by their respective officers thereunto duly authorized as of the
day  and  year  first  above  written.

                                          EMC  MORTGAGE  CORPORATION
                                          Purchaser


                                          By:_______________________________
                                          Name:
                                          Title:


                                          SAVANNAH  BANK,  NA  DBA  HARBOURSIDE
                                          MORTGAGE  CORPORATION
                                               Company


                                          By:_______________________________
                                          Name:
                                          Title:


(page)
                                    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.


(page)
                                    EXHIBIT B
                                    ---------

                       CUSTODIAL ACCOUNT LETTER AGREEMENT

                                ___________,2004

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 F 1, 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:
                                           --------------------


(page)
                                    EXHIBIT C
                                    ---------

                         ESCROW ACCOUNT LEITER AGREEMENT

                                ___________,2004

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:
                                           --------------------


(page)
                                    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
fransactions 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  V  87

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

     (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  defmition  is  amended  and  restated:

     Insurance Proceeds:  Proceeds of any Primary Mortgage Insurance Policy, the
     ------------------
     Supplemental PIvil 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  PIV11  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  P1VII  Insurer  for  each  Mortgage  Loan covered by the
Supplemental  PIV11  Policy.  In  addition, the Company agrees to forward to the
Purchaser  and  the  [Securities  Administrator] any statements or other reports
given  by  the  Supplemental  PIV11 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 PIV11 Insurer; or"]


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

                                                   EMC  MORTGAGE  CORPORATION
                                                   Assignor

                                                    By:
                                                       -------------------------
                                                    Name:
                                                         -----------------------
                                                    Title:
                                                          ----------------------



                                                   -----------------------------
                                                   Assignee

                                                    By:
                                                       -------------------------
                                                    Name:
                                                         -----------------------
                                                    Title:
                                                          ----------------------



                                                   -----------------------------
                                                   Company

                                                    By:
                                                       -------------------------
                                                    Name:
                                                         -----------------------
                                                    Title:
                                                          ----------------------


(page)
                                   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 defmed 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 defmed herein have the meanings ascribed to
them  in  the  AAR  Agreement.

Date:_______________


--------------------
[Signature]
[Title]


(page)
                                  ATTACHMENT 1
                             ASSIGNED LOAN SCHEDULE
                             ----------------------


(page)
                                  ATTACHMENT 2
                  PURCHASE, WARRANTIES AN]) SERVICING AGREEMENT
                  ---------------------------------------------


(page)
                                    EXHIBIT E
                                    ---------
                              FORM OF TRIAL BALANCE


(page)
                                    EXHIBIT G

                  REQUEST FOR RELEASE OF DOCUMENTS AND RECEIIT

RE:  Mortgage  Loan  #_________________________________________________
BORROWER:______________________________________________________________
PROPERTY:______________________________________________________________

Pursuant  to  a  Purchase, Warranties and Servicing Agreement (the "Agreement't)
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  defmed  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


(page)
                                    EXHIBIT H
                                    ---------

                        COMPANY'S UNDERWRITING GUIDELINES


(page)
                                    EXHIBIT I

                                   TERM SHEET

     This  TERM  SHEET  (the "Term Sheet") dated _____________, between Savannah
Bank,  NA  dba  Harbourside Mortgage Corporation, a national bank, located at at
23-B  Shelter  Cove  Lane, Hilton Head, South Carolina 29928 (the "Company") and
EMC  Mortgage  Corporation,  a Delaware corporation, located at Mac Arthur Ridge
II,  909 Hidden Ridge Drive, Suite 200, frying, 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 April 1, 2005, between the
Company and the Purchaser, the provisions of which are incorporated herein as if
set  forth  in  full  herein,  as  such  terms and conditions may be modified or
supplemented  hereby.  All  initially  capitalized  terms  used  herein  unless
otherwise  defined  shall  have  the meanings ascribed thereto in the Agreement.

     The  Purchaser  hereby  purchases  from  the Company and the Company hereby
sells to the Purchaser, all of the Company's right, title and interest in and to
the  Mortgage Loans on a servicing retained basis described on the Mortgage Loan
Schedule  annexed  hereto  as Schedule I, pursuant to and in accordance with the
terms  and conditions set forth in the Agreement, as same may be supplemented or
modified  hereby.  Hereinafter, the Company shall service the Mortgage Loans for
the  benefit  of  the  Purchaser  and all subsequent transferees of the Mortgage
Loans  pursuant  to and in accordance with the terms and conditions set forth in
the  Agreement.

1.     Definitions
       -----------

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

Aggregate  Principal  Balance
(as  of  the  Cut-Off  Date):
----------------------------

Closing  Date:
-------------

Custodian:
---------

Cut-off  Date:
-------------

Initial  Weighted  Average
Mortgage  Loan  Remittance  Rate:
--------------------------------

Mortgage  Loan:
--------------

Purchase  Price  Percentage:
---------------------------

Servicing  Fee  Rate:
--------------------

Additional  Closing  Conditions:
-------------------------------

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

Additional  Loan  Documents:
---------------------------

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

[Additional]  [Modification]  of  Representations  and  Warranties:
------------------------------------------------------------------

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

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


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

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


                                                    By:
                                                       -------------------------
                                                    Name:
                                                         -----------------------
                                                    Title:
                                                          ----------------------


                                                      EMC  MORTGAGE  CORPORATION


                                                    By:
                                                       -------------------------
                                                    Name:
                                                         -----------------------
                                                    Title:
                                                          ----------------------


(page)
                                   SCHEDULE I
                                   ----------
                             MORTGAGE LOAN SCHEDULE


(page)
                                    EXHIBIT J

                      RECONSTITUTED MORTGAGE LOAN REPORTING

(a)     Servicer  Mortgage  Loan  Number
(b)     FNMA  Mortgage  Loan  Number  (if  applicable)
(c)     Lender/Seller  Mortgage  Loan  Number  (plus  any  other  loan  number)
(d)     Month  end  date!  date  file  created
(e)     Scheduled  Beginning  Balance
(f)     Actual  Beginning  Balance
(g)     Scheduled  Ending  Balance
(h)     Actual  Ending  Balance
(i)     Gross  Rate  (current  gross  rate)
(j)     Net  Rate  (current  passthrough)
(k)     Last  Payment  Date  (LPI_DATE  in  Fannie's  Laser  Reporting)
(l)     Next  Due  Date
(m)     Delinquency  Month  (if  available)
(n)     Default  Flag,  i.e.  FC,  REO,  etc.  (if  applicable)
(o)     Pay-In-Full  Date  (Mortgage  Loan  paid  off  by  Mortgagor)
(p)     Foreclosure  start  date
(q)     Foreclosure  end  date
(r)     REO  Property  date
(s)     With  respect  to  Liquidated  Mortgage  Loans:
        (i)    claim  date
        (ii)   claim  amount
        (iii)  proceeds
        (iv)   amount  of  loss  or  gain  (as  applicable)
        (v)    the  date  of  the  loss  or  gain.
        (vi)   the liquidation reason  paid in full or repurchased out of deal)
(t)     Fannie's  Laser  Reporting  (For  FNIVIA  loans)
        (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  Tnt  (submitted  interest  amount)
        (v)    Pool/Invest  indicator (indicating Schedule/Schedule or
               Actual/Actual pool)









                              AMENDMENT NUMBER ONE
                                     to the

                  PURCHASE, WARRANTIES AND SERVICING AGREEMENT

                           Dated as of January 1, 2006

                                     between

                            EMC MORTGAGE CORPORATION,
                                  as Purchaser

                                       and

                                SAVANNAH BANK, NA
                      dba HARBOURSIDE MORTGAGE CORPORATION,
                                   as Company

     This  AMENDMENT NUMBER ONE (this "Amendment") is made and entered into this
1st  day  of  January, 2006, by and between EMC Mortgage Corporation, a Delaware
corporation,  as  purchaser  (the  "Purchaser")  and  Savannah  Bank,  NA  dba
Harbourside  Mortgage Corporation, as company (the "Company") in connection with
the  Purchase,  Warranties  and  Servicing Agreement, dated as of April 1, 2005,
between  the  above  mentioned parties (the "Agreement"). This Amendment is made
pursuant  to  Section  11.02  of  the  Agreement.

                                    RECITALS

     WHEREAS,     the  parties  hereto  have  entered  into  the  Agreement;

     WHEREAS,  the Agreement provides that the parties thereto may enter into an
amendment  to  the  Agreement;

     WHEREAS,  the  parties hereto desire to amend the Agreement as set forth in
this  Amendment;  and

     NOW,  THEREFORE,  in  consideration  of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  the  parties  hereto  agree  as  follows:

     1.     Capitalized  terms used herein and not defined herein shall have the
meanings  assigned  to  such  terms  in  the  Agreement.

     2.     Article  I  of  the  Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  definitions  to  Section  1.01:

     Commission  or  SEC:  The  Securities  and  Exchange  Commission.
     -------------------

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

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

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

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

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

     Qualified  Correspondent:  Any  Person  from  which  the  Company purchased
     ------------------------
Mortgage  Loans,  provided that the following conditions are satisfied: (i) such
Mortgage  Loans were originated pursuant to an agreement between the Company and
such  Person  that contemplated that such Person would underwrite mortgage loans
from  time  to  time,  for  sale to the Company, in accordance with underwriting
guidelines  designated  by  the  Company ("Designated Guidelines") or guidelines
that  do not vary materially from such Designated Guidelines; (ii) such Mortgage
Loans  were  in  fact  underwritten  as  described  in clause (i) above and were
acquired  by the Company within 180 days after origination; (iii) either (x) the
Designated  Guidelines  were,  at  the time such Mortgage Loans were originated,
used  by  the  Company  in origination of mortgage loans of the same type as the
Mortgage  Loans  for  the Company's own account or (y) the Designated Guidelines
were,  at  the  time  such  Mortgage  Loans were underwritten, designated by the
Company  on  a consistent basis for use by lenders in originating mortgage loans
to  be purchased by the Company; and (iv) the Company employed, at the time such
Mortgage  Loans  were  acquired  by  the  Company, pre-purchase or post-purchase
quality assurance procedures (which may involve, among other things, review of a
sample  of  mortgage  loans purchased during a particular time period or through
particular  channels)  designed  to  ensure that Persons from which it purchased
mortgage  loans  properly  applied  the  underwriting criteria designated by the
Company.

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

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

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

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

     Static  Pool  Information:  Static  pool  information  as described in Item
     -------------------------
1105(a)(1)-(3)  and  1105(c)  of  Regulation  AB.

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

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

     3.     Article  I  of  the  Agreement is hereby amended effective as of the
date hereof by deleting in its entirety the definition of Subservicer in Section
1.01  and  replacing  it  with  the  following:

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

     4.     Article  I  of  the  Agreement is hereby amended effective as of the
date  hereof  by deleting in its entirety the definition of Principal Prepayment
in  Section  1.01  and  replacing  it  with  the  following:

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

     5.     Article  III  of the Agreement is hereby amended effective as of the
date  hereof  by  revising  Section  3.01(n)  as  follows (new text underlined):

     (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 servicing policies and procedures,
                                              ---------------------------------
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;

     6.     Article  III  of the Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  new  Section  3.01(p):

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

     7.     Article  III  of the Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  new  Section  3.01(q):

     (q)     If  so requested by the Purchaser or any Depositor on any date, the
Company  shall,  within  five  Business  Days following such request, confirm in
writing  the accuracy of the representations and warranties set forth in Section
3.01(p)  of  this  Section  or,  if  any such representation and warranty is not
accurate  as of the date of such request, provide reasonably adequate disclosure
of  the  pertinent  facts,  in  writing,  to  the  requesting  party.

     8.     Article  III  of the Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  new  Section  3.01(r):

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

     All  notification  pursuant  to  this  Section  3.01(r),  other  than those
pursuant  to  Section  3.01(r)(i)(A),  should  be  sent  to:

     EMC  Mortgage  Corporation
     2780  Lake  Vista  Drive
     Lewisville,  TX  P75067-3884
     Attention:  Conduit  Seller  Approval  Dept.
     Facsimile:  (214)  626-3751
     Email:  sellerapproval@bear.com

     With  a  copy  to:

     Bear,  Stearns  &  Co.  Inc.
     383  Madison  Avenue,  3rd  Floor
     New,  York,  NY  10179
     Attention:  Global  Credit  Administration
     Facsimile:  (212)  272-6564

     Notifications  pursuant  to  Section  3.01(r)(i)(A)  should  be  sent  to:

     EMC  Mortgage  Corporation
     Two  Mac  Arthur  Ridge
     909  Hidden  Ridge  Drive,  Suite  200
     Irving,  TX  75038
     Attention:  Associate  General  Counsel  for  Loan  Administration
     Facsimile:  (972)  831-2555

     With  copies  to:

     Bear,  Stearns  &  Co.  Inc.
     383  Madison  Avenue,  3rd  Floor
     New,  York,  NY  10179
     Attention:  Global  Credit  Administration
     Facsimile:  (212)  272-6564

     EMC  Mortgage  Corporation
     2780  Lake  Vista  Drive
     Lewisville,  TX  75067-3884
     Attention:  Conduit  Seller  Approval  Dept.
     Facsimile:  (214)  626-3751
     Email:  sellerapproval@bear.com

     9.     Article  III  of the Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  new  Section  3.01(s):

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

     10.     Article  III of the Agreement is hereby amended effective as of the
date hereof  by  adding  the  following  new  Section  3.02(ggg):

     With  respect  to  each  Mortgage  Loan, information regarding the borrower
credit  files  related  to  such  Mortgage  Loan  has  been  furnished to credit
reporting  agencies  in  compliance  with  the  provisions  of  the  Fair Credit
Reporting  Act  and  the  applicable  implementing  regulations.

     11.     Article  IV  of the Agreement is hereby amended effective as of the
date  hereof  by  adding the following after the first sentence of Section 4.01:

     In  addition,  the Company shall furnish information regarding the borrower
credit  files  related  to  such  Mortgage  Loan to credit reporting agencies in
compliance  with  the  provisions  of  the  Fair  Credit  Reporting  Act and the
applicable  implementing  regulations.

     12.     Article  IV  of the Agreement is hereby amended effective as of the
date  hereof  by deleting in its entirety the last paragraph of Section 4.02 and
replacing  it  with  the  following:

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

     13.     Article  IV  of the Agreement is hereby amended effective as of the
date  hereof  by  revising  the  first  paragraph  of Section 4.03 by adding the
following  after  the  first  sentence:

     In  determining  the  delinquency  status of any Mortgage Loan, the Company
will  use  delinquency  recognition policies as described to and approved by the
Purchaser,  and  shall  revise these policies as requested by the Purchaser from
time  to  time.

     14.     Article  V  of  the Agreement is hereby amended effective as of the
date  hereof  by deleting Section 5.02 in its entirety and replacing it with the
following:

     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 Mortgage Loan and 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 Mortgage Loan and each Monthly Payment, the
amount  of  such  remittance  allocable  to  interest;

     (iii)     with  respect  to  each  Mortgage  Loan,  the amount of servicing
compensation  received  by  the  Company  during  the prior distribution period;

     (iv)     the  Stated  Principal  Balance  of  each  Mortgage  Loan  and the
aggregate  Stated Principal Balance of all Mortgage Loans as of the first day of
the  distribution  period  and  the  last  day  of  the  distribution  period;

     (v)     with  respect  to each Mortgage Loan, the current Mortgage Interest
Rate;

     (vi)     with  respect  to  each Mortgage Loan, the aggregate amount of any
Insurance  Proceeds,  Condemnation  Proceeds,  Liquidation  Proceeds  and  REO
Disposition  Proceeds  received  during  the  prior  distribution  period;

     (vii)     with  respect to each Mortgage Loan, the amount of any Prepayment
Interest  Shortfalls  paid  by the Company in accordance with Section 4.04(viii)
during  the  prior  distribution  period;

     (viii)     the  beginning  and ending balances of the Custodial Account and
Escrow  Account;

     (ix)     the  number  of  Mortgage  Loans  as  of  the  first  day  of  the
distribution  period  and  the  last  day  of  the  distribution  period;

     (x)     with respect to each Mortgage Loan, the Stated Principal Balance of
each  Mortgage Loan (a) delinquent as grouped in the following intervals through
final  liquidation  of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days
or  more;  (b)  as  to  which foreclosure has commenced; and (c) as to which REO
Property  has  been  acquired;

     (xi)     with respect to each Mortgage Loan, the amount and severity of any
realized  loss  following  liquidation  of  such  Mortgage  Loan;

     (xii)     with  respect to each Mortgage Loan, and in the aggregate for all
Mortgage  Loans,  the  amount of any Monthly Advances made by the Company during
the  prior  distribution  period;

     (xiii)     with  respect  to  each  Mortgage  Loan,  a  description  of any
Servicing  Advances  made  by  the  Company  with  respect to such Mortgage Loan
including  the amount, terms and general purpose of such Servicing Advances, and
the  aggregate  amount  of  Servicing Advances for all Mortgage Loans during the
prior  distribution  period;

     (xiv)     with  respect  to  each  Mortgage  Loan,  a  description  of  any
Nonrecoverable  Advances  made by the Company with respect to such Mortgage Loan
including the amount, terms and general purpose of such Nonrecoverable Advances,
and  the  aggregate  amount  of  Nonrecoverable  Advances for all Mortgage Loans
during  the  prior  distribution  period;

     (xv)     with  respect  to each Mortgage Loan, a description of any Monthly
Advances,  Servicing  Advances  and  Nonrecoverable  Advances  reimbursed to the
Company  with respect to such Mortgage Loan during the prior distribution period
pursuant  to  Section  4.05, and the source of funds for such reimbursement, and
the  aggregate  amount  of  any  Monthly  Advances,  Servicing  Advances  and
Nonrecoverable  Advances reimbursed to the Company for all Mortgage Loans during
the  prior  distribution  period  pursuant  to  Section  4.05;

     (xvi)     with  respect to any Mortgage Loan, a description of any material
modifications,  extensions  or waivers to the terms, fees, penalties or payments
of  such  Mortgage  Loan  during  the  prior  distribution  period  or that have
cumulatively  become  material  over  time;

     (xvii)     a  description  of  any  material  breach of a representation or
warranty set forth in Section 3.01 or Section 3.02 herein or of any other breach
of  a covenant or condition contained herein and the status of any resolution of
such  breach;

     (xviii)     with  respect  to  each  Mortgage  Loan,  the  Stated Principal
Balance  of  any substitute Mortgage Loan provided by the Company and the Stated
Principal  Balance  of  any Mortgage Loan that has been replaced by a substitute
Mortgage  Loan  in  accordance  with  Section  3.03  herein;

     (xix)     with  respect to each Mortgage Loan, the Stated Principal Balance
of any Mortgage Loan that has been repurchased by the Company in accordance with
Section  3.03  herein.

     In  addition,  the  Company  shall  provide  to  the  Purchaser  such other
information  known  or  available  to  the Company that is necessary in order to
provide the distribution and pool performance information as required under Item
1121  of  Regulation  AB,  as  amended  from  time to time, as determined by the
Purchaser  in  its  sole  discretion.  The  Company shall also provide a monthly
report,  in  the  form  of  Exhibit  E hereto, or such other form as is mutually
                            ----------
acceptable to the Company, the Purchaser and any Master Servicer, Exhibit F with
                                                                  ---------
respect  to  defaulted  mortgage  loans  and Exhibit P, with respect to realized
                                             ---------
losses  and  gains,  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.

     15.     Article  VI  of the Agreement is hereby amended effective as of the
date  hereof  by deleting Section 6.04 in its entirety and replacing it with the
following:

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

     (a)     The  Company will deliver to the Purchaser and any Master Servicer,
not  later  than  March  1 of each calendar year beginning in 2007, an Officers'
Certificate  acceptable  to  the Purchaser (an "Annual Statement of Compliance")
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  or  other  applicable  servicing  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  or  other  applicable  servicing  agreement  in all material respects
throughout  such  year,  or,  if  there  has  been a failure to fulfill any such
obligation  in  any material respect, specifying each such failure known to such
officer  and  the  nature  and  status  of cure provisions thereof.  Such Annual
Statement of Compliance shall contain no restrictions or limitations on its use.
Copies  of such statement shall be provided by the Company to the Purchaser upon
request and by the Purchaser to any Person identified as a prospective purchaser
of  the  Mortgage  Loans.  In  the  event  that  the  Company  has delegated any
servicing  responsibilities with respect to the Mortgage Loans to a Subservicer,
the  Company  shall deliver an officer's certificate (an "Annual Certification")
of  the  Subservicer  as  described  above  as  to  each Subservicer as and when
required  with  respect  to  the  Company.

     (b)     With  respect  to  any  Mortgage  Loans  that  are the subject of a
Pass-Through  Transfer,  by  March 1 of each calendar year beginning in 2007, an
officer  of the Company shall execute and deliver an Annual Certification to the
Purchaser, any Master Servicer and any related Depositor for the benefit of each
such  entity and such entity's affiliates and the officers, directors and agents
of  any such entity and such entity's affiliates, in the form attached hereto as
Exhibit  L.  In  the  event  that  the  Company  has  delegated  any  servicing
----------
responsibilities  with  respect  to  the  Mortgage  Loans  to a Subservicer, the
Company  shall  deliver  an Annual Certification of the Subservicer as described
above  as  to each Subservicer as and when required with respect to the Company.

     (c)     If  the  Company  cannot  deliver  the  related Annual Statement of
Compliance  or Annual Certification by March 1st of such year, the Purchaser, at
its sole option, may permit a cure period for the Company to deliver such Annual
Statement  of  Compliance  or  Annual  Certification, but in no event later than
March  10th  of  such  year.

     Failure  of  the  Company  to timely comply with this Section 6.04 shall be
deemed  an  Event of Default, automatically, without notice and without any cure
period, unless otherwise agreed to by the Purchaser as set forth in 6.04(c), and
Purchaser  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, as provided in Section
9.01.  Such termination shall be considered with cause pursuant to Section 10.01
of  this  Agreement.  This paragraph shall supercede any other provision in this
Agreement  or  any  other  agreement  to  the  contrary.


     16.     Article  VI  of the Agreement is hereby amended effective as of the
date  hereof  by deleting Section 6.05 in its entirety and replacing it with the
following:

     Section  6.05     [Reserved]
                       ----------

     17.     Article  VI  of the Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  new  Section  6.07:

     Section  6.07     Assessment  of  Compliance  with  Servicing  Criteria.
                       -----------------------------------------------------

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

     With  respect  to any Mortgage Loans that are the subject of a Pass-Through
Transfer, the Company shall deliver to the Purchaser or its designee, any Master
Servicer  and any Depositor on or before March 1 of each calendar year beginning
in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the
Purchaser,  any  Master  Servicer  and  any  Depositor  regarding  the Company's
assessment  of  compliance  with  the  Servicing  Criteria  during the preceding
calendar  year  as  required  by Rules 13a-18 and 15d-18 of the Exchange Act and
Item  1122  of  Regulation  AB  or as otherwise required by the Master Servicer,
which  as  of  the date hereof, require a report by an authorized officer of the
Company  that  contains  the  following:

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

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

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

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

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

     Such  report  at  a  minimum  shall  address each of the Servicing Criteria
specified  on  a  certification  substantially  in  the form of Exhibit O hereto
                                                                ---------
delivered  to  the  Purchaser concurrently with the execution of this Agreement.

     With  respect  to any Mortgage Loans that are the subject of a Pass-Through
Transfer,  on  or  before  March  1 of each calendar year beginning in 2007, the
Company  shall furnish to the Purchaser or its designee, any Master Servicer and
any  Depositor  a  report  (an  "Attestation  Report")  by  a  registered public
accounting  firm  that  attests to, and reports on, the Assessment of Compliance
made  by the Company, as required by Rules 13a-18 and 15d-18 of the Exchange Act
and  Item  1122(b)  of  Regulation  AB  or  as  otherwise required by the Master
Servicer, which Attestation Report must be made in accordance with standards for
attestation reports issued or adopted by the Public Company PersonNameAccounting
Oversight  Board.

     The Company shall cause each Subservicer, and each Subcontractor determined
by  the  Company pursuant to Section 11.20 to be "participating in the servicing
function"  within  the  meaning of Item 1122 of Regulation AB, to deliver to the
Purchaser, any Master Servicer and any Depositor an assessment of compliance and
accountants'  attestation  as  and  when  provided  in  Sections  6.07.

     If  the  Company  cannot  deliver  the  related Assessment of Compliance or
Attestation Report by March 1st of such year, the Purchaser, at its sole option,
may  permit  a  cure  period  for  the  Company  to  deliver  such Assessment of
Compliance  or Attestation Report, but in no event later than March 10th of such
year.

     Failure  of  the  Company  to timely comply with this Section 6.07 shall be
deemed  an  Event of Default, automatically, without notice and without any cure
period,  unless  otherwise  agreed  to by the Purchaser as described herein, and
Purchaser  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, as provided in Section
9.01.  Such termination shall be considered with cause pursuant to Section 10.01
of  this  Agreement.  This paragraph shall supercede any other provision in this
Agreement  or  any  other  agreement  to  the  contrary.

     18.     Article  VI  of the Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  new  Section  6.08:

     Section  6.08     Intent  of  the  Parties;  Reasonableness.
                       -----------------------------------------

     The  Purchaser  and  the  Company  acknowledge  and agree that a purpose of
Sections  3.01(p), 5.02, 6.04, 6.07 and 11.18 of this Agreement is to facilitate
compliance  by the Purchaser and any Depositor with the provisions of Regulation
AB  and  related rules and regulations of the Commission. None of the Purchaser,
any  Master  Servicer or  Depositor shall exercise its right to request delivery
of  information  or  other performance under these provisions other than in good
faith,  or  for  purposes  other  than  compliance  with the Securities Act, the
Exchange  Act  and  the  rules and regulations of the Commission thereunder. The
Company  acknowledges  that interpretations of the requirements of Regulation AB
may  change  over  time,  whether  due  to interpretive guidance provided by the
Commission  or  its  staff,  consensus  among  participants  in the asset-backed
securities  markets,  advice of counsel, or otherwise, and agrees to comply with
requests  made  by  the Purchaser or any Depositor in good faith for delivery of
information  under  these provisions on the basis of evolving interpretations of
Regulation  AB.  In connection with any Pass-Through Transfer, the Company shall
cooperate fully with the Purchaser to deliver to the Purchaser (including any of
its  assignees or designees) and any Depositor, any and all statements, reports,
certifications,  records  and  any other information necessary in the good faith
determination  of the Purchaser or any Depositor to permit the Purchaser or such
Depositor  to  comply  with  the provisions of Regulation AB, together with such
disclosures relating to the Company, any Subservicer, any Third-Party Originator
and  the  Mortgage  Loans,  or  the  servicing of the Mortgage Loans, reasonably
believed  by  the  Purchaser or any Depositor to be necessary in order to effect
such  compliance.

     19.     Article  IX  of the Agreement is hereby amended effective as of the
date hereof by deleting the first sentence of the last paragraph of Section 9.01
and  replacing  it  with  the  following  (new  text  underlined):

          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,  or  as otherwise stated herein, in which case, automatically and without
        -------------------------------
notice)  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  (and  if  the  Company  is  servicing  any  of  the Mortgage Loans in a
          ----------------------------------------------------------------------
Securitization  Transaction,  appoint a successor servicer reasonably acceptable
--------------------------------------------------------------------------------
to any Master Servicer for such Securitization Transaction) under this Agreement
----------------------------------------------------------
and  in  and to the Mortgage Loans and the proceeds thereof without compensating
the  Company  for  the  same.

     20.     Article  IX  of the Agreement is hereby amended effective as of the
date  hereof by adding the following at the end of the last paragraph of Section
9.01:

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

     21.     Article  XI  of the Agreement is hereby amended effective as of the
date  hereof  by  restating  Section  11.18  in  its  entirety  as  follows:

     Section  11.18.     Cooperation  of  Company  with  a  Reconstitution.
                         -------------------------------------------------

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

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

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

     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.
Notwithstanding  anything  to  the  contrary  in this Section 11.18, the Company
agrees  that  it  is  required to perform the obligations described in Exhibit K
                                                                       ---------
hereto.

     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  addition,  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 and appropriate verification of 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;

     (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;

     (iii)     within  5  Business  Days  after  request  by  the Purchaser, the
information  with  respect  to  the Company (as originator) and each Third-Party
Originator  of  the  Mortgage  Loans  as  required under Item 1110(a) and (b) of
Regulation  AB, a summary of the requirements of which has of the date hereof is
attached hereto as Exhibit N for convenience of reference only, as determined by
                   ---------
Purchaser  in  its  sole  discretion.  If  requested by the Purchaser, this will
include  information  about  the  applicable  credit-granting  or  underwriting
criteria;

     (iv)     within 5 Business Days after request by the Purchaser, the Company
shall  provide (or, as applicable, cause each Third-Party Originator to provide)
Static Pool Information with respect to the mortgage loans (of a similar type as
the Mortgage Loans, as reasonably identified by the Purchaser as provided below)
originated by (i) the Company, if the Company is an originator of Mortgage Loans
(including  as  an  acquirer  of Mortgage Loans from a Qualified Correspondent),
and/or  (ii)  each Third-Party Originator. Such Static Pool Information shall be
prepared  by  the  Company  (or  Third-Party  Originator)  on  the  basis of its
reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3)
and  (c)  of  Regulation AB. To the extent that there is reasonably available to
the  Company (or Third-Party Originator) Static Pool Information with respect to
more  than  one  mortgage  loan  type,  the  Purchaser or any Depositor shall be
entitled  to  specify  whether some or all of such information shall be provided
pursuant  to  this paragraph. The content of such Static Pool Information may be
in  the form customarily provided by the Company, and need not be customized for
the  Purchaser  or  any Depositor. Such Static Pool Information for each vintage
origination year or prior securitized pool, as applicable, shall be presented in
increments no less frequently than quarterly over the life of the mortgage loans
included  in  the  vintage  origination year or prior securitized pool. The most
recent  periodic  increment must be as of a date no later than 135 days prior to
the  date  of the prospectus or other offering document in which the Static Pool
Information  is  to  be  included  or incorporated by reference. The Static Pool
Information  shall be provided in an electronic format that provides a permanent
record  of  the  information  provided, such as a portable document format (pdf)
file,  or  other  such electronic format reasonably required by the Purchaser or
the  Depositor,  as  applicable;

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

     (vi)     within  5  Business  Days  after  request  by  the  Purchaser,

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

          (b) information regarding affiliations with respect to the Company (as

     originator  and  as  servicer)  and  each  other originator of the Mortgage
     Loans  and each Subservicer as required by Item 1119(a) of Regulation AB, a
     summary  of  the  requirements  of  which as of the date hereof is attached
     hereto  as  Exhibit  N  for convenience of reference only, as determined by
                 ----------
     Purchaser  in  its  sole  discretion,  and

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

     (vii)     if  so  requested  by the Purchaser, the  Company  shall  provide
(or,  as  applicable,  cause  each  Third-Party  Originator  to provide), at the
expense  of  the  requesting  party (to the extent of any additional incremental
expense  associated  with  delivery pursuant to this Agreement), such statements
and  agreed-upon  procedures  letters of certified public accountants reasonably
acceptable  to  the  Purchaser or Depositor, as applicable, pertaining to Static
Pool  Information relating to prior securitized pools for securitizations closed
on  or  after  January  1,  2006 or, in the case of Static Pool Information with
respect  to the Company's or Third-Party Originator's originations or purchases,
to  calendar  months commencing January 1, 2006, or to any financial information
included  in  any  other  disclosure  provided  under this Section 11.18, as the
Purchaser  or  such  Depositor  shall  reasonably  request.  Such statements and
letters  shall  be  addressed  to  and be for the benefit of such parties as the
Purchaser  or  such  Depositor  shall  designate,  which  may include, by way of
example, any Sponsor, any Depositor and any broker dealer acting as underwriter,
placement  agent  or  initial purchaser with respect to a Pass-Through Transfer.
Any  such  statement  or  letter  may  take  the  form  of a standard, generally
applicable document accompanied by a reliance letter authorizing reliance by the
addressees  designated  by  the  Purchaser  or  such  Depositor;

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

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

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

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

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

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

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

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

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

     (i)(A)  any  untrue statement of a material fact contained or alleged to be
contained  in  any information, report, certification, data, accountants' letter
or  other  material  provided  under  this  Section 11.18 by or on behalf of the
Company,  or  provided  under  this  Section  11.18  by  or  on  behalf  of  any
Subservicer, Subcontractor or Third-Party Originator (collectively, the "Company
Information"),  or  (B) the omission or alleged omission to state in the Company
Information  a material fact required to be stated in the Company Information or
necessary  in  order  to  make  the  statements  therein,  in  the  light of the
circumstances  under  which  they were made, not misleading; provided, by way of
clarification,  that  clause  (B) of this paragraph shall be construed solely by
reference  to  the  Company  Information  and  not  to  any  other  information
communicated in connection with a sale or purchase of securities, without regard
to  whether the Company Information or any portion thereof is presented together
with  or  separately  from  such  other  information;

     (ii) any breach by the Company of its obligations under this Section 11.18,
including  particularly  any  failure  by  the  Company,  any  Subservicer,  any
Subcontractor  or any Third-Party Originator to deliver any information, report,
certification,  accountants' letter or other material when and as required under
this Section 11.18, including any failure by the Company to identify pursuant to
Section 11.20 any Subcontractor "participating in the servicing function" within
the  meaning  of  Item  1122  of  Regulation  AB;

     (iii)  any  breach by the Company of a representation or warranty set forth
in  Section  3.01 or in a writing furnished pursuant to Section 3.01(q) and made
as  of a date prior to the closing date of the related Pass-Through Transfer, to
the  extent that such breach is not cured by such closing date, or any breach by
the  Company  of a representation or warranty in a writing furnished pursuant to
Section 3.01(q) to the extent made as of a date subsequent to such closing date;
or
     (iv) the  negligence  bad  faith  or  willful  misconduct of the Company in
connection  with  its  performance  under  this  Section  11.18.

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

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

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

     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.

     22.     Article  XI  of the Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  new  Section  11.20:

     Section  11.20.  Use  of  Subservicers  and  Subcontractors.
                      ------------------------------------------

     (a)     The Company shall not hire or otherwise utilize the services of any
Subservicer  to  fulfill any of the obligations of the Company as servicer under
this  Agreement or any Reconstitution Agreement unless the Company complies with
the  provisions  of paragraph (b) of this Section. The Company shall not hire or
otherwise  utilize  the  services of any Subcontractor, and shall not permit any
Subservicer  to  hire or otherwise utilize the services of any Subcontractor, to
fulfill  any  of the obligations of the Company as servicer under this Agreement
or  any Reconstitution Agreement unless the Company complies with the provisions
of  paragraph  (d)  of  this  Section.

     (b)     The  Company shall cause any Subservicer used by the Company (or by
any  Subservicer)  for  the benefit of the Purchaser and any Depositor to comply
with  the  provisions  of this Section and with Sections 3.01(p), 3.01(s), 6.04,
6.07  and 11.18 of this Agreement to the same extent as if such Subservicer were
the  Company,  and  to  provide  the  information  required with respect to such
Subservicer  under  Section  3.01(r)  of  this  Agreement.  The Company shall be
responsible for obtaining from each Subservicer and delivering to the Purchaser,
any  Master  Servicer  and  any  Depositor  any  Annual  Statement of Compliance
required  to  be  delivered  by  such  Subservicer  under  Section  6.04(a), any
Assessment of Compliance and Attestation Report required to be delivered by such
Subservicer  under  Section  6.07  and  any  Annual Certification required under
Section  6.04(b)  as  and  when  required  to  be  delivered.

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

     (d)     As  a  condition to the utilization of any Subcontractor determined
to  be "participating in the servicing function" within the meaning of Item 1122
of  Regulation  AB,  the  Company shall cause any such Subcontractor used by the
Company  (or  by  any  Subservicer)  for  the  benefit  of the Purchaser and any
Depositor  to  comply  with  the  provisions  of Sections 6.07 and 11.18 of this
Agreement  to  the  same  extent  as if such Subcontractor were the Company. The
Company  shall  be  responsible  for  obtaining  from  each  Subcontractor  and
delivering  to  the Purchaser and any Depositor any Assessment of Compliance and
Attestation  Report  and the other certificates required to be delivered by such
Subservicer  and such Subcontractor under Section 6.07, in each case as and when
required  to  be  delivered.

     23.     Article  XI  of the Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  new  Section  11.21:

     Section  11.21.  Third  Party  Beneficiary.
                      -------------------------

     For  purposes of this Agreement, each Master Servicer shall be considered a
third  party  beneficiary  to  this  Agreement,  entitled  to all the rights and
benefits  hereof  as  if  it  were  a  direct  party  to  this  Agreement.

     24.     The  Agreement  is hereby amended as of the date hereof by deleting
Exhibit  E  in  its  entirety  and  replacing  it  with  the  following:

<TABLE>
<CAPTION>
                                                            EXHIBIT E
                                                            ---------

                                                REPORTING DATA FOR MONTHLY REPORT

                                             STANDARD  FILE LAYOUT - MASTER SERVICING

----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                            MAX
COLUMN NAME                                  DESCRIPTION                       DECIMAL           FORMAT COMMENT             SIZE
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
<S>                     <C>                                                    <C>      <C>                               <C>
SER_INVESTOR_NBR        A value assigned by the Servicer to define a group              Text up to 10 digits                 20
                        of loans.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
LOAN_NBR                A unique identifier assigned to each loan by the                Text up to 10 digits                 10
                        investor.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
SERVICER_LOAN_NBR       A unique number assigned to a loan by the                       Text up to 10 digits                 10
                        Servicer.  This may be different than the LOAN_NBR.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
BORROWER_NAME           The borrower name as received in the file.  It is not           Maximum length of 30 (Last,          30
                        separated by first and last name.                               First)
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
SCHED_PAY_AMT           Scheduled monthly principal and scheduled
                        interest payment that a borrower is expected to           2     No commas(,) or dollar signs ($)     11
                        pay, P&I constant.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
NOTE_INT_RATE           The loan interest rate as reported by the Servicer.       4     Max length of 6                       6
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
NET_INT_RATE            The loan gross interest rate less the service fee         4     Max length of 6                       6
                        rate as reported by the Servicer.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
SERV_FEE_RATE           The servicer's fee rate for a loan as reported by         4     Max length of 6                       6
                        the Servicer.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
SERV_FEE_AMT            The servicer's fee amount for a loan as reported by       2     No commas(,) or dollar signs ($)     11
                        the Servicer.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
NEW_PAY_AMT             The new loan payment amount as reported by the            2     No commas(,) or dollar signs ($)     11
                        Servicer.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
NEW_LOAN_RATE           The new loan rate as reported by the Servicer.            4     Max length of 6                       6
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
ARM_INDEX_RATE          The index the Servicer is using to calculate a            4     Max length of 6                       6
                        forecasted rate.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
ACTL_BEG_PRIN_BAL       The borrower's actual principal balance at the            2     No commas(,) or dollar signs ($)     11
                        beginning of the processing cycle.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
ACTL_END_PRIN_BAL       The borrower's actual principal balance at the end        2     No commas(,) or dollar signs ($)     11
                        of the processing cycle.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
BORR_NEXT_PAY_DUE_DATE  The date at the end of processing cycle that the
                        borrower's next payment is due to the Servicer, as              MM/DD/YYYY                           10
                        reported by Servicer.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
SERV_CURT_AMT_1         The first curtailment amount to be applied.               2     No commas(,) or dollar signs ($)     11
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
SERV_CURT_DATE_1        The curtailment date associated with the first                  MM/DD/YYYY                           10
                        curtailment amount.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
CURT_ADJ_ AMT_1         The curtailment interest on the first curtailment         2     No commas(,) or dollar signs ($)     11
                        amount, if applicable.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
SERV_CURT_AMT_2         The second curtailment amount to be applied.              2     No commas(,) or dollar signs ($)     11
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
SERV_CURT_DATE_2        The curtailment date associated with the second                 MM/DD/YYYY                           10
                        curtailment amount.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
CURT_ADJ_ AMT_2         The curtailment interest on the second curtailment        2     No commas(,) or dollar signs ($)     11
                        amount, if applicable.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
SERV_CURT_AMT_3         The third curtailment amount to be applied.               2     No commas(,) or dollar signs ($)     11
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
SERV_CURT_DATE_3        The curtailment date associated with the third                  MM/DD/YYYY                           10
                        curtailment amount.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
CURT_ADJ_AMT_3          The curtailment interest on the third curtailment         2     No commas(,) or dollar signs ($)     11
                        amount, if applicable.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
PIF_AMT                 The loan "paid in full" amount as reported by the         2     No commas(,) or dollar signs ($)     11
                        Servicer.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
PIF_DATE                The paid in full date as reported by the Servicer.              MM/DD/YYYY                           10
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
ACTION_CODE             The standard FNMA numeric code used to indicate                 Action Code Key:
                        the default/delinquent status of a particular loan.             15=Bankruptcy,
                                                                                        30=Foreclosure, , 60=PIF,             2
                                                                                        63=Substitution,
                                                                                        65=Repurchase,70=REO
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
                        The amount of the interest adjustment as reported         2     No commas(,) or dollar signs ($)     11
INT_ADJ_AMT             by the Servicer.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
SOLDIER_SAILOR_ADJ_AMT  The Soldier and Sailor Adjustment amount, if              2     No commas(,) or dollar signs ($)     11
                        applicable.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
NON_ADV_LOAN_AMT        The Non Recoverable Loan Amount, if applicable.           2     No commas(,) or dollar signs ($)     11
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
LOAN_LOSS_AMT           The amount the Servicer is passing as a loss, if          2     No commas(,) or dollar signs ($)     11
                        applicable.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
SCHED_BEG_PRIN_BAL      The scheduled outstanding principal amount due
                        at the beginning of the cycle date to be passed           2     No commas(,) or dollar signs ($)     11
                        through to investors.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
SCHED_END_PRIN_BAL      The scheduled principal balance due to investors          2     No commas(,) or dollar signs ($)     11
                        at the end of a processing cycle.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
SCHED_PRIN_AMT          The scheduled principal amount as reported by the
                        Servicer for the current cycle -- only applicable for     2     No commas(,) or dollar signs ($)     11
                        Scheduled/Scheduled Loans.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
SCHED_NET_INT           The scheduled gross interest amount less the
                        service fee amount for the current cycle as               2     No commas(,) or dollar signs ($)     11
                        reported by the Servicer -- only applicable for
                        Scheduled/Scheduled Loans.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
ACTL_PRIN_AMT           The actual principal amount collected by the
                        Servicer for the current reporting cycle -- only          2     No commas(,) or dollar signs ($)     11
                        applicable for Actual/Actual Loans.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
ACTL_NET_INT            The actual gross interest amount less the service
                        fee amount for the current reporting cycle as             2     No commas(,) or dollar signs ($)     11
                        reported by the Servicer -- only applicable for
                        Actual/Actual Loans.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
PREPAY_PENALTY_ AMT     The penalty amount received when a borrower               2     No commas(,) or dollar signs ($)     11
                        prepays on his loan as reported by the Servicer.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
PREPAY_PENALTY_ WAIVED  The prepayment penalty amount for the loan                2     No commas(,) or dollar signs ($)     11
                        waived by the servicer.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
MOD_DATE                The Effective Payment Date of the Modification for              MM/DD/YYYY                           10
                        the loan.
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
MOD_TYPE                The Modification Type.                                          Varchar - value can be alpha or
                                                                                        numeric                              30
----------------------  -----------------------------------------------------  -------  --------------------------------  --------
DELINQ_P&I_ADVANCE_AMT  The current outstanding principal and interest            2     No commas(,) or dollar signs ($)     11
                        advances made by Servicer.
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     25.     The Agreement is hereby amended as of the date hereof by adding the
following  new  Exhibit  F:

<TABLE>
<CAPTION>
                                                      EXHIBIT F
                                                      ---------

                                          REPORTING DATA FOR DEFAULTED LOANS

                                     STANDARD FILE LAYOUT - DELINQUENCY REPORTING

---------------------------------------------------------------------------------------------------------------------
                                                                                                          FORMAT
COLUMN/HEADER NAME                                    DESCRIPTION                           DECIMAL      COMMENT
---------------------------  -------------------------------------------------------------  -------  ----------------
<S>                          <C>                                                            <C>      <C>
SERVICER_LOAN_NBR            A unique number assigned to a loan by the Servicer.  This
                             may be different than the LOAN_NBR
---------------------------  -------------------------------------------------------------  -------  ----------------
LOAN_NBR                     A unique identifier assigned to each loan by the originator.
---------------------------  -------------------------------------------------------------  -------  ----------------
CLIENT_NBR                   Servicer Client Number
---------------------------  -------------------------------------------------------------  -------  ----------------
SERV_INVESTOR_NBR            Contains a unique number as assigned by an external
                             servicer to identify a group of loans in their system.
---------------------------  -------------------------------------------------------------  -------  ----------------
BORROWER_FIRST_NAME          First Name of the Borrower.
---------------------------  -------------------------------------------------------------  -------  ----------------
BORROWER_LAST_NAME           Last name of the borrower.
---------------------------  -------------------------------------------------------------  -------  ----------------
PROP_ADDRESS                 Street Name and Number of Property
---------------------------  -------------------------------------------------------------  -------  ----------------
PROP_STATE                   The state where the  property located.
---------------------------  -------------------------------------------------------------  -------  ----------------
PROP_ZIP                     Zip code where the property is located.
---------------------------  -------------------------------------------------------------  -------  ----------------
BORR_NEXT_PAY_DUE_DATE       The date that the borrower's next payment is due to the                 MM/DD/YYYY
                             servicer at the end of processing cycle, as reported by
                             Servicer.
---------------------------  -------------------------------------------------------------  -------  ----------------
LOAN_TYPE                    Loan Type (i.e. FHA, VA, Conv)
---------------------------  -------------------------------------------------------------  -------  ----------------
BANKRUPTCY_FILED_DATE        The date a particular bankruptcy claim was filed.                       MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
BANKRUPTCY_CHAPTER_CODE      The chapter under which the bankruptcy was filed.
---------------------------  -------------------------------------------------------------  -------  ----------------
BANKRUPTCY_CASE_NBR          The case number assigned by the court to the bankruptcy
                             filing.
---------------------------  -------------------------------------------------------------  -------  ----------------
POST_PETITION_DUE_DATE       The payment due date once the bankruptcy has been                       MM/DD/YYYY
                             approved by the courts
---------------------------  -------------------------------------------------------------  -------  ----------------
BANKRUPTCY_DCHRG_DISM_DATE   The Date The Loan Is Removed From Bankruptcy. Either                    MM/DD/YYYY
                             by Dismissal, Discharged and/or a Motion For Relief Was
                             Granted.
---------------------------  -------------------------------------------------------------  -------  ----------------
LOSS_MIT_APPR_DATE           The Date The Loss Mitigation Was Approved By The                        MM/DD/YYYY
                             Servicer
---------------------------  -------------------------------------------------------------  -------  ----------------
LOSS_MIT_TYPE                The Type Of Loss Mitigation Approved For A Loan Such
                             As;
---------------------------  -------------------------------------------------------------  -------  ----------------
LOSS_MIT_EST_COMP_DATE       The Date The Loss Mitigation /Plan Is Scheduled To                      MM/DD/YYYY
                             End/Close
---------------------------  -------------------------------------------------------------  -------  ----------------
LOSS_MIT_ACT_COMP_DATE       The Date The Loss Mitigation Is Actually Completed                      MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
FRCLSR_APPROVED_DATE         The date DA Admin sends a letter to the servicer with                   MM/DD/YYYY
                             instructions to begin foreclosure proceedings.
---------------------------  -------------------------------------------------------------  -------  ----------------
ATTORNEY_REFERRAL_DATE       Date File Was Referred To Attorney to Pursue Foreclosure                MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
FIRST_LEGAL_DATE             Notice of 1st legal filed by an Attorney in a Foreclosure               MM/DD/YYYY
                             Action
---------------------------  -------------------------------------------------------------  -------  ----------------
FRCLSR_SALE_EXPECTED_DATE    The date by which a foreclosure sale is expected to occur.              MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
FRCLSR_SALE_DATE             The actual date of the foreclosure sale.                                MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
FRCLSR_SALE_AMT              The amount a property sold for at the foreclosure sale.           2     No commas(,)
                                                                                                     or dollar signs
                                                                                                     ($)
---------------------------  -------------------------------------------------------------  -------  ----------------
EVICTION_START_DATE          The date the servicer initiates eviction of the borrower.               MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
EVICTION_COMPLETED_DATE      The date the court revokes legal possession of the
                             property from the borrower.                                             MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
LIST_PRICE                   The price at which an REO property is marketed.                   2     No commas(,)
                                                                                                     or dollar signs
                                                                                                     ($)
---------------------------  -------------------------------------------------------------  -------  ----------------
LIST_DATE                    The date an REO property is listed at a particular price.               MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
OFFER_AMT                    The dollar value of an offer for an REO property.                 2     No commas(,)
                                                                                                     or dollar signs
                                                                                                     ($)
---------------------------  -------------------------------------------------------------  -------  ----------------
OFFER_DATE_TIME              The date an offer is received by DA Admin or by the                     MM/DD/YYYY
                             Servicer.
---------------------------  -------------------------------------------------------------  -------  ----------------
REO_CLOSING_DATE             The date the REO sale of the property is scheduled to                   MM/DD/YYYY
                             close.
---------------------------  -------------------------------------------------------------  -------  ----------------
REO_ACTUAL_CLOSING_DATE      Actual Date Of REO Sale                                                 MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
OCCUPANT_CODE                Classification of how the property is occupied.
---------------------------  -------------------------------------------------------------  -------  ----------------
PROP_CONDITION_CODE          A code that indicates the condition of the property.
---------------------------  -------------------------------------------------------------  -------  ----------------
PROP_INSPECTION_DATE         The date a  property inspection is performed.                           MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
APPRAISAL_DATE               The date the appraisal was done.                                        MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
CURR_PROP_VAL                The current "as is" value of the property based on brokers        2
                             price opinion or appraisal.
---------------------------  -------------------------------------------------------------  -------  ----------------
REPAIRED_PROP_VAL            The amount the property would be worth if repairs are             2
                             completed pursuant to a broker's price opinion or
                             appraisal.
---------------------------  -------------------------------------------------------------  -------  ----------------
IF APPLICABLE:
---------------------------  -------------------------------------------------------------  -------  ----------------
DELINQ_STATUS_CODE           FNMA Code Describing Status of Loan
---------------------------  -------------------------------------------------------------  -------  ----------------
DELINQ_REASON_CODE           The circumstances which caused a borrower to stop
                             paying on a loan.   Code indicates the reason why the loan
                             is in default for this cycle.
---------------------------  -------------------------------------------------------------  -------  ----------------
MI_CLAIM_FILED_DATE          Date Mortgage Insurance Claim Was Filed With Mortgage                   MM/DD/YYYY
                             Insurance Company.
---------------------------  -------------------------------------------------------------  -------  ----------------
MI_CLAIM_AMT                 Amount of Mortgage Insurance Claim Filed                                No commas(,)
                                                                                                     or dollar signs
                                                                                                     ($)
---------------------------  -------------------------------------------------------------  -------  ----------------
MI_CLAIM_PAID_DATE           Date Mortgage Insurance Company Disbursed Claim                         MM/DD/YYYY
                             Payment
---------------------------  -------------------------------------------------------------  -------  ----------------
MI_CLAIM_AMT_PAID            Amount Mortgage Insurance Company Paid On Claim                   2     No commas(,)
                                                                                                     or dollar signs
                                                                                                     ($)
---------------------------  -------------------------------------------------------------  -------  ----------------
POOL_CLAIM_FILED_DATE        Date Claim Was Filed With Pool Insurance Company                        MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
POOL_CLAIM_AMT               Amount of Claim Filed With Pool Insurance Company                 2     No commas(,)
                                                                                                     or dollar signs
                                                                                                     ($)
---------------------------  -------------------------------------------------------------  -------  ----------------
POOL_CLAIM_PAID_DATE         Date Claim Was Settled and The Check Was Issued By                      MM/DD/YYYY
                             The Pool Insurer
---------------------------  -------------------------------------------------------------  -------  ----------------
POOL_CLAIM_AMT_PAID          Amount Paid On Claim By Pool Insurance Company                    2     No commas(,)
                                                                                                     or dollar signs
                                                                                                     ($)
---------------------------  -------------------------------------------------------------  -------  ----------------
FHA_PART_A_CLAIM_FILED_DATE  Date FHA Part A Claim Was Filed With HUD                                MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
FHA_PART_A_CLAIM_AMT         Amount of FHA Part A Claim Filed                                  2     No commas(,)
                                                                                                     or dollar signs
                                                                                                     ($)
---------------------------  -------------------------------------------------------------  -------  ----------------
FHA_PART_A_CLAIM_PAID_DATE   Date HUD Disbursed Part A Claim Payment                                 MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
FHA_PART_A_CLAIM_PAID_AMT    Amount HUD Paid on Part A Claim                                   2     No commas(,)
                                                                                                     or dollar signs
                                                                                                     ($)
---------------------------  -------------------------------------------------------------  -------  ----------------
FHA_PART_B_CLAIM_FILED_DATE  Date FHA Part B Claim Was Filed With HUD                                MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
FHA_PART_B_CLAIM_AMT         Amount of FHA Part B Claim Filed                                  2     No commas(,)
                                                                                                     or dollar signs
                                                                                                     ($)
---------------------------  -------------------------------------------------------------  -------  ----------------
FHA_PART_B_CLAIM_PAID_DATE   Date HUD Disbursed Part B Claim Payment                                 MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
FHA_PART_B_CLAIM_PAID_AMT    Amount HUD Paid on Part B Claim                                   2     No commas(,)
                                                                                                     or dollar signs
                                                                                                     ($)
---------------------------  -------------------------------------------------------------  -------  ----------------
VA_CLAIM_FILED_DATE          Date VA Claim Was Filed With the Veterans Admin                         MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
VA_CLAIM_PAID_DATE           Date Veterans Admin. Disbursed VA Claim Payment                         MM/DD/YYYY
---------------------------  -------------------------------------------------------------  -------  ----------------
VA_CLAIM_PAID_AMT            Amount Veterans Admin. Paid on VA Claim                           2     No commas(,)
                                                                                                     or dollar signs
                                                                                                     ($)
---------------------------------------------------------------------------------------------------------------------
</TABLE>

EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING

The LOSS MIT TYPE field should show the approved Loss Mitigation Code as
    -------------
follows:
     -     ASUM-     Approved Assumption
     -     BAP-      Borrower Assistance Program
     -     CO-       Charge Off
     -     DIL-      Deed-in-Lieu
     -     FFA-      Formal Forbearance Agreement
     -     MOD-      Loan Modification
     -     PRE-      Pre-Sale
     -     SS-       Short Sale
     -     MISC-     Anything else approved by the PMI or Pool Insurer

NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those
-----
above, provided that they are consistent with industry standards.  If Loss
Mitigation Types other than those above are used, the Servicer must supply Wells
Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.

The OCCUPANT CODE field should show the current status of the property code as
    -------------
follows:
     -     Mortgagor
     -     Tenant
     -     Unknown
     -     Vacant

The PROPERTY CONDITION field should show the last reported condition of the
    ------------------
property as follows:
     -     Damaged
     -     Excellent
     -     Fair
     -     Gone
     -     Good
     -     Poor
     -     Special Hazard
     -     Unknown


EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED

The FNMA DELINQUENT REASON CODE field should show the Reason for Delinquency as
    ---------------------------
follows:

<TABLE>
<CAPTION>
               -----------------------------------------------------------
               DELINQUENCY CODE           DELINQUENCY DESCRIPTION
               ----------------  -----------------------------------------
<S>                              <C>
               001               FNMA-Death of principal mortgagor
               ----------------  -----------------------------------------
               002               FNMA-Illness of principal mortgagor
               ----------------  -----------------------------------------
               003               FNMA-Illness of mortgagor's family member
               ----------------  -----------------------------------------
               004               FNMA-Death of mortgagor's family member
               ----------------  -----------------------------------------
               005               FNMA-Marital difficulties
               ----------------  -----------------------------------------
               006               FNMA-Curtailment of income
               ----------------  -----------------------------------------
               007               FNMA-Excessive Obligation
               ----------------  -----------------------------------------
               008               FNMA-Abandonment of property
               ----------------  -----------------------------------------
               009               FNMA-Distant employee transfer
               ----------------  -----------------------------------------
               011               FNMA-Property problem
               ----------------  -----------------------------------------
               012               FNMA-Inability to sell property
               ----------------  -----------------------------------------
               013               FNMA-Inability to rent property
               ----------------  -----------------------------------------
               014               FNMA-Military Service
               ----------------  -----------------------------------------
               015               FNMA-Other
               ----------------  -----------------------------------------
               016               FNMA-Unemployment
               ----------------  -----------------------------------------
               017               FNMA-Business failure
               ----------------  -----------------------------------------
               019               FNMA-Casualty loss
               ----------------  -----------------------------------------
               022               FNMA-Energy environment costs
               ----------------  -----------------------------------------
               023               FNMA-Servicing problems
               ----------------  -----------------------------------------
               026               FNMA-Payment adjustment
               ----------------  -----------------------------------------
               027               FNMA-Payment dispute
               ----------------  -----------------------------------------
               029               FNMA-Transfer of ownership pending
               ----------------  -----------------------------------------
               030               FNMA-Fraud
               ----------------  -----------------------------------------
               031               FNMA-Unable to contact borrower
               ----------------  -----------------------------------------
               INC               FNMA-Incarceration
               -----------------------------------------------------------
</TABLE>


(page)
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED

The FNMA DELINQUENT STATUS CODE field should show the Status of Default as
    ---------------------------
follows:

<TABLE>
<CAPTION>
               ----------------------------------------------------------------
               STATUS CODE  STATUS DESCRIPTION
               -----------  ---------------------------------------------------
<S>                         <C>
                    09      Forbearance
               -----------  ---------------------------------------------------
                    17      Pre-foreclosure Sale Closing Plan Accepted
               -----------  ---------------------------------------------------
                    24      Government Seizure
               -----------  ---------------------------------------------------
                    26      Refinance
               -----------  ---------------------------------------------------
                    27      Assumption
               -----------  ---------------------------------------------------
                    28      Modification
               -----------  ---------------------------------------------------
                    29      Charge-Off
               -----------  ---------------------------------------------------
                    30      Third Party Sale
               -----------  ---------------------------------------------------
                    31      Probate
               -----------  ---------------------------------------------------
                    32      Military Indulgence
               -----------  ---------------------------------------------------
                    43      Foreclosure Started
               -----------  ---------------------------------------------------
                    44      Deed-in-Lieu Started
               -----------  ---------------------------------------------------
                    49      Assignment Completed
               -----------  ---------------------------------------------------
                    61      Second Lien Considerations
               -----------  ---------------------------------------------------
                    62      Veteran's Affairs-No Bid
               -----------  ---------------------------------------------------
                    63      Veteran's Affairs-Refund
               -----------  ---------------------------------------------------
                    64      Veteran's Affairs-Buydown
               -----------  ---------------------------------------------------
                    65      Chapter 7 Bankruptcy
               -----------  ---------------------------------------------------
                    66      Chapter 11 Bankruptcy
               -----------  ---------------------------------------------------
                    67      Chapter 13 Bankruptcy
               ----------------------------------------------------------------
</TABLE>

     26.     The  Agreement is hereby amended effective as of the date hereof by
adding  the  following  new  Exhibit  K:

                                    EXHIBIT K
                                    ---------

                       COMPANY'S OBLIGATIONS IN CONNECTION
                              WITH A RECONSTITUTION

     -     The  Company  shall  (i)  possess  the  ability  to  service  to  a
securitization  documents;  (ii)  service  on  a "Scheduled/Scheduled" reporting
basis  (advancing  through  the  liquidation  of  an  REO  Property), (iii) make
compensating  interest  payments  on payoffs and curtailments and (iv) remit and
report  to a Master Servicer in format acceptable to such Master Servicer by the
10th  calendar  day  of  each  month.

     -     The  Company  shall  provide  an  acceptable  annual  certification
(officer's  certificate)  to  the  Master  Servicer  (as  required  by  the
Sarbanes-Oxley  Act of 2002) as well as any other annual certifications required
under  the  securitization  documents  (i.e.  the  annual  statement  as  to
compliance/annual independent certified public accountants' servicing report due
by  March  1  of  each  year).

     -     The  Company  shall  allow  for the Purchaser, the Master Servicer or
their  designee  to  perform a review of audited financials and net worth of the
Company.

     -     The  Company  shall  provide  a  Uniform  Single  Attestation Program
certificate  and Management Assertion as requested by the Master Servicer or the
Purchaser.

     -     The  Company  shall  provide information on each Custodial Account as
requested  by  the Master Servicer or the Purchaser, and each Custodial Accounts
shall  comply  with  the  requirements  for  such  accounts  as set forth in the
securitization  documents.

     -     The  Company  shall  maintain its servicing system in accordance with
the  requirements  of  the  Master  Servicer.

     27.     The  Agreement is hereby amended effective as of the date hereof by
adding  the  following  new  Exhibit  L:


                                    EXHIBIT L
                                    ---------

                          FORM OF COMPANY CERTIFICATION

Re:     The  [     ]  agreement  dated  as of [     l, 200[ ] (the "Agreement"),
among  [IDENTIFY  PARTIES]

     I,  ____________________________,  the  _______________________ of [NAME OF
COMPANY]  (the  "Company"), certify to [the Purchaser], [the Depositor], and the
[Master Servicer] [Securities Administrator] [Trustee], and their officers, with
the  knowledge  and  intent  that  they will rely upon this certification, that:

          I  have  reviewed  the  servicer  compliance  statement of the Company
     provided  in  accordance  with  Item  1123  of  Regulation  AB  (the
     "Compliance  Statement"),  the  report  on  assessment  of  the  Company's
     compliance  with  the  servicing  criteria  set  forth  in  Item 1122(d) of
     Regulation AB (the "Servicing Criteria"), provided in accordance with Rules
     13a-18  and  15d-18  under Securities Exchange Act of 1934, as amended (the
     "Exchange  Act")  and  Item  1122  of  Regulation  AB  (the  "Servicing
     Assessment"),  the  registered  public accounting firm's attestation report
     provided  in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
     and  Section  1122(b)  of Regulation AB (the "Attestation Report"), and all
     servicing reports, officer's certificates and other information relating to
     the  servicing of the Mortgage Loans by the Company during 200[ ] that were
     delivered  by  the Company to the [Depositor] [Master Servicer] [Securities
     Administrator]  [Trustee]  pursuant  to  the  Agreement  (collectively, the
     "Company  Servicing  Information");

          Based  on  my knowledge, the Company Servicing Information, taken as a
     whole,  does  not  contain  any  untrue  statement  of  a  material fact or
     omit to state a material fact necessary to make the statements made, in the
     light  of  the  circumstances  under  which  such statements were made, not
     misleading  with  respect  to  the  period  of  time covered by the Company
     Servicing  Information;

          Based  on  my  knowledge,  all  of  the  Company Servicing Information
     required  to  be  provided  by  the  Company  under  the Agreement has been
     provided  to  the  [Depositor] [Master Servicer] [Securities Administrator]
     [Trustee];

          I am responsible for reviewing the activities performed by the Company
     as  servicer  under  the  Agreement,  and  based  on  my  knowledge and the
     compliance  review  conducted  in  preparing  the  Compliance Statement and
     except  as  disclosed in the Compliance Statement, the Servicing Assessment
     or  the Attestation Report, the Company has fulfilled its obligations under
     the  Agreement  in  all  material  respects;  and

The  Compliance  Statement  required  to be delivered by the Company pursuant to
this  Agreement, and the Servicing Assessment and Attestation Report required to
be  provided by the Company and by any Subservicer and Subcontractor pursuant to
the  Agreement,  have  been  provided to the [Depositor] [Master Servicer].  Any
material  instances  of  noncompliance  described  in  such  reports  have  been
disclosed  to  the  [Depositor]  [Master  Servicer].  Any  material  instance of
noncompliance  with  the  Servicing Criteria has been disclosed in such reports.

     28.     The  Agreement is hereby amended effective as of the date hereof by
adding  the  following  new  Exhibit  M:


                                    EXHIBIT M
                                    ---------

                            SUMMARY OF REGULATION AB
                               SERVICING CRITERIA

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

ITEM 1122(d)

     (a)     General  servicing  considerations.

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

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

          (3)     Any  requirements  in the transaction agreements to maintain a
back-up  servicer  for  the  mortgage  loans  are  maintained.

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

     (b)     Cash  collection  and  administration.

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

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

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

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

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

          (6)     Unissued  checks are safeguarded so as to prevent unauthorized
access.

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

     (c)     Investor  remittances  and  reporting.

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

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

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

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

     (d)     Mortgage  Loan  administration.

          (1)     Collateral  or  security  on  mortgage  loans is maintained as
required  by  the  transaction  agreements  or  related mortgage loan documents.

          (2)     Mortgage  loan  and  related  documents  are  safeguarded  as
required  by  the  transaction  agreements.

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

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

          (5)     The Servicer's records regarding the mortgage loans agree with
the  Servicer's  records  with respect to an obligor's unpaid principal balance.

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

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

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

          (9)     Adjustments  to interest rates or rates of return for mortgage
loans  with  variable  rates  are  computed  based  on the related mortgage loan
documents.

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

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

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

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

          (14)     Delinquencies,  charge-offs  and  uncollectable  accounts are
recognized  and  recorded  in  accordance  with  the  transaction  agreements.

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

     29.     The  Agreement is hereby amended effective as of the date hereof by
adding  the  following  new  Exhibit  N:


                                    EXHIBIT N
                                    ---------

                SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS

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

ITEM  1105(a)(1)-(3)  AND  (c)

     -Provide  static  pool information with respect to mortgage loans that were
originated  or  purchased  by  the Company and which are of the same type as the
Mortgage  Loans.

     -Provide static pool information regarding delinquencies, cumulative losses
and  prepayments  for  prior  securitized  pools  of  the  Company.

     -If the Company has less than 3 years experience securitizing assets of the
same  type as the Mortgage Loans, provide the static pool information by vintage
origination  years  regarding  loans  originated  or  purchased  by the Company,
instead  of  by  prior  securitized  pool. A vintage origination year represents
mortgage  loans  originated  during  the  same  year.

     -Such  static pool information shall be for the prior five years, or for so
long  as  the Company has been originating or purchasing (in the case of data by
vintage  origination  year)  or  securitizing  (in  the  case  of  data by prior
securitized  pools)  such  mortgage  loans  if  for  less  than  five  years.

     -The  static  pool  information  for each vintage origination year or prior
securitized  pool,  as applicable, shall be presented in monthly increments over
the life of the mortgage loans included in the vintage origination year or prior
securitized  pool.

     -Provide  summary information for the original characteristics of the prior
securitized  pools  or  vintage  origination  years, as applicable and material,
including:  number  of  pool  assets,  original  pool  balance, weighted average
initial  loan  balance,  weighted  average  mortgage  rate, weighted average and
minimum  and  maximum  FICO,  product  type,  loan purpose, weighted average and
minimum  and maximum LTV, distribution of loans by mortgage rate, and geographic
concentrations  of  5%  or  more.


ITEM  1108(b)  AND  (c)

     Provide  the  following information with respect to each servicer that will
service,  including  interim  service,  20% or more of the mortgage loans in any
loan  group  in  the  securitization  issued  in  the  Pass-Through  Transfer:

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

     -a  description  of  how  long  the  Company has been servicing residential
mortgage  loans;  a  general discussion of the Company's experience in servicing
assets  of  any  type  as  well  as  a more detailed discussion of the Company's
experience  in,  and procedures for the servicing function it will perform under
this  Agreement  and  any  Reconstitution  Agreements; information regarding the
size, composition and growth of the Company's portfolio of mortgage loans of the
type  similar  to  the  Mortgage Loans and information on factors related to the
Company  that  may  be material to any analysis of the servicing of the Mortgage
Loans  or  the related asset-backed securities, as applicable, including whether
any  default  or  servicing  related  performance trigger has occurred as to any
other  securitization  due  to any act or failure to act of the Company, whether
any  material  noncompliance  with applicable servicing criteria as to any other
securitization  has been disclosed or reported by the Company, and the extent of
outsourcing  the  Company  uses;

     -a  description  of  any  material  changes  to  the  Company's policies or
procedures  in  the  servicing function it will perform under this Agreement and
any  Reconstitution  Agreements  for  mortgage  loans of the type similar to the
Mortgage  Loans  during  the  past  three  years;

     -information regarding the Company's financial condition to the extent that
there  is  a  material  risk that the effect on one or more aspects of servicing
resulting  from  such  financial  condition  could have a material impact on the
performance  of  the  securities  issued  in  the  Pass-Through  Transfer, or on
servicing  of  mortgage  loans  of  the  same  asset type as the Mortgage Loans;

     -any special or unique factors involved in servicing loans of the same type
as  the  Mortgage  Loans, and the Company's processes and procedures designed to
address  such  factors;

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

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

ITEM  1110(a)

     -Identify  any  originator  or  group  of  affiliated  originators  that
originated,  or  is  expected to originate, 10% or more of the mortgage loans in
any  loan  group  in  the  securitization  issued  in the Pass-Through Transfer.

ITEM  1110(b)

     Provide  the  following information with respect to any originator or group
of  affiliated  originators that originated, or is expected to originate, 20% or
more of the mortgage loans in any loan group in the securitization issued in the
Pass-Through  Transfer:

     -the Company's form of organization; and

     -a  description  of  the  Company's  origination  program  and how long the
Company  has  been  engaged  in  originating  residential  mortgage loans, which
description must include a discussion of the Company's experience in originating
mortgage  loans of the same type as the Mortgage Loans and information regarding
the  size  and  composition  of  the  Company's origination portfolio as well as
information  that  may  be  material  to  an  analysis of the performance of the
Mortgage  Loans,  such as the Company's credit-granting or underwriting criteria
for  mortgage  loans  of  the  same  type  as  the  Mortgage  Loans.

ITEM  1117

     -describe  any legal proceedings pending against the Company or against any
of  its  property,  including  any  proceedings  known  to  be  contemplated  by
governmental  authorities, that may be material to the holders of the securities
issued  in  the  Pass-Through  Transfer.

ITEM  1119(A)

     -describe  any  affiliations  of  the Company, each other originator of the
Mortgage Loans and each Subservicer with the sponsor, depositor, issuing entity,
trustee,  any  originator,  any  other  servicer,  any  significant  obligor,
enhancement  or  support  provider  or any other material parties related to the
Pass-Through  Transfer.

ITEM  1119(B)

     -describe any business relationship, agreement, arrangement, transaction or
understanding  entered  into  outside  of  the ordinary course of business or on
terms other than those obtained in an arm's length transaction with an unrelated
third  party,  apart  from  the Pass-Through Transfer, between the Company, each
other originator of the Mortgage Loans and each Subservicer, or their respective
affiliates,  and  the  sponsor,  depositor or issuing entity or their respective
affiliates, that exists currently or has existed during the past two years, that
may  be material to the understanding of an investor in the securities issued in
the  Pass-Through  Transfer.

ITEM  1119(C)

     -describe any business relationship, agreement, arrangement, transaction or
understanding  involving  or  relating to the Mortgage Loans or the Pass-Through
Transfer,  including  the material terms and approximate dollar amount involved,
between  the  Company,  each  other  originator  of  the Mortgage Loans and each
Subservicer,  or  their  respective  affiliates  and  the  sponsor, depositor or
issuing  entity  or  their  respective  affiliates, that exists currently or has
existed  during  the  past  two  years.

     30.     The  Agreement is hereby amended effective as of the date hereof by
adding  the  following  new  Exhibit  O:

                                    EXHIBIT O
                                    ---------

         SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     The  assessment  of  compliance  to  be delivered by [the Company] [Name of
Subservicer]  shall  address,  at a minimum, the criteria identified as below as
"Applicable  Servicing  Criteria":

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                                           APPLICABLE
                                       SERVICING CRITERIA                                              SERVICING CRITERIA
-----------------------------------------------------------------------------------------------------  ------------------
    REFERENCE                                          CRITERIA
----------------  -----------------------------------------------------------------------------------  ------------------
<S>               <C>                                                                                  <C>
1122(d)(1)(i)     Policies and procedures are instituted to monitor any performance or other
                  triggers and events of default in accordance with the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(1)(ii)    If any material servicing activities are outsourced to third parties, policies and
                  procedures are instituted to monitor the third party's performance and
                  compliance with such servicing activities.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(1)(iii)   Any requirements in the transaction agreements to maintain a back-up
                  servicer for the mortgage loans are maintained.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(1)(iv)    A fidelity bond and errors and omissions policy is in effect on the party
                  participating in the servicing function throughout the reporting period in the
                  amount of coverage required by and otherwise in accordance with the terms
                  of the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
                                           CASH COLLECTION AND ADMINISTRATION
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(2)(i)     Payments on mortgage loans are deposited into the appropriate custodial
                  bank accounts and related bank clearing accounts no more than two
                  business days following receipt, or such other number of days specified in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(2)(ii)    Disbursements made via wire transfer on behalf of an obligor or to an investor
                  are made only by authorized personnel.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(2)(iii)   Advances of funds or guarantees regarding collections, cash flows or
                  distributions, and any interest or other fees charged for such advances, are
                  made, reviewed and approved as specified in the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(2)(iv)    The related accounts for the transaction, such as cash reserve accounts or
                  accounts established as a form of overcollateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(2)(v)     Each custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes of this
                  criterion, "federally insured depository institution" with respect to a foreign
                  financial institution means a foreign financial institution that meets the
                  requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(2)(vi)    Unissued checks are safeguarded so as to prevent unauthorized access.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(2)(vii)   Reconciliations are prepared on a monthly basis for all asset-backed
                  securities related bank accounts, including custodial accounts and related
                  bank clearing accounts. These reconciliations are (A) mathematically
                  accurate; (B) prepared within 30 calendar days after the bank statement
                  cutoff date, or such other number of days specified in the transaction
                  agreements; (C) reviewed and approved by someone other than the person
                  who prepared the reconciliation; and (D) contain explanations for reconciling
                  items. These reconciling items are resolved within 90 calendar days of their
                  original identification, or such other number of days specified in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
                                           INVESTOR REMITTANCES AND REPORTING
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(3)(i)     Reports to investors, including those to be filed with the Commission, are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with the terms
                  specified in the transaction agreements; (C) are filed with the Commission as
                  required by its rules and regulations; and (D) agree with investors' or the
                  trustee's records as to the total unpaid principal balance and number of
                  mortgage loans serviced by the Servicer.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(3)(ii)    Amounts due to investors are allocated and remitted in accordance with
                  timeframes, distribution priority and other terms set forth in the transaction
                  agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(3)(iii)   Disbursements made to an investor are posted within two business days to
                  the Servicer's investor records, or such other number of days specified in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(3)(iv)    Amounts remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank statements.
----------------  -----------------------------------------------------------------------------------  ------------------
                                              POOL ASSET ADMINISTRATION
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(i)     Collateral or security on mortgage loans is maintained as required by the
                  transaction agreements or related mortgage loan documents.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(ii)    Mortgage loan and related documents are safeguarded as required by the
                  transaction agreements
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(iii)   Any additions, removals or substitutions to the asset pool are made, reviewed
                  and approved in accordance with any conditions or requirements in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(iv)    Payments on mortgage loans, including any payoffs, made in accordance
                  with the related mortgage loan documents are posted to the Servicer's obligor
                  records maintained no more than two business days after receipt, or such
                  other number of days specified in the transaction agreements, and allocated
                  to principal, interest or other items (e.g., escrow) in accordance with the
                  related mortgage loan documents.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(v)     The Servicer's records regarding the mortgage loans agree with the
                  Servicer's records with respect to an obligor's unpaid principal balance.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(vi)    Changes with respect to the terms or status of an obligor's mortgage loans
                  (e.g., loan modifications or re-agings) are made, reviewed and approved by
                  authorized personnel in accordance with the transaction agreements and
                  related pool asset documents.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(vii)   Loss mitigation or recovery actions (e.g., forbearance plans, modifications
                  and deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance with the
                  timeframes or other requirements established by the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(viii)  Records documenting collection efforts are maintained during the period a
                  mortgage loan is delinquent in accordance with the transaction agreements.
                  Such records are maintained on at least a monthly basis, or such other period
                  specified in the transaction agreements, and describe the entity's activities in
                  monitoring delinquent mortgage loans including, for example, phone calls,
                  letters and payment rescheduling plans in cases where delinquency is
                  deemed temporary (e.g., illness or unemployment).
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(ix)    Adjustments to interest rates or rates of return for mortgage loans with
                  variable rates are computed based on the related mortgage loan documents.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(x)     Regarding any funds held in trust for an obligor (such as escrow accounts):
                  (A) such funds are analyzed, in accordance with the obligor's mortgage loan
                  documents, on at least an annual basis, or such other period specified in the
                  transaction agreements; (B) interest on such funds is paid, or credited, to
                  obligors in accordance with applicable mortgage loan documents and state
                  laws; and (C) such funds are returned to the obligor within 30 calendar days
                  of full repayment of the related mortgage loans, or such other number of days
                  specified in the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(xi)    Payments made on behalf of an obligor (such as tax or insurance payments)
                  are made on or before the related penalty or expiration dates, as indicated on
                  the appropriate bills or notices for such payments, provided that such support
                  has been received by the servicer at least 30 calendar days prior to these
                  dates, or such other number of days specified in the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(xii)   Any late payment penalties in connection with any payment to be made on
                  behalf of an obligor are paid from the servicer's funds and not charged to the
                  obligor, unless the late payment was due to the obligor's error or omission.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(xiii)  Disbursements made on behalf of an obligor are posted within two business
                  days to the obligor's records maintained by the servicer, or such other
                  number of days specified in the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(xiv)   Delinquencies, charge-offs and uncollectible accounts are recognized and
                  recorded in accordance with the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(xv)    Any external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set forth in the
                  transaction agreements.
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     [NAME OF COMPANY] [NAME OF SUBSERVICER]


                                     Date:   _________________________


                                     By:     _________________________
                                     Name:
                                     Title:


     31.     The Agreement is hereby amended as of the date hereof by adding the
following new Exhibit P:


                                    EXHIBIT P
                                    ---------

                  REPORTING DATA FOR REALIZED LOSSES AND GAINS

          CALCULATION OF REALIZED LOSS/GAIN FORM 332- INSTRUCTION SHEET

     NOTE:  DO  NOT  NET  OR  COMBINE  ITEMS. SHOW ALL EXPENSES INDIVIDUALLY AND
     ALL  CREDITS  AS  SEPARATE  LINE  ITEMS.  CLAIM  PACKAGES  ARE  DUE  ON THE
     REMITTANCE  REPORT  DATE.  LATE  SUBMISSIONS MAY RESULT IN CLAIMS NOT BEING
     PASSED  UNTIL THE FOLLOWING MONTH. THE SERVICER IS RESPONSIBLE TO REMIT ALL
     FUNDS  PENDING  LOSS  APPROVAL  AND  /OR  RESOLUTION OF ANY DISPUTED ITEMS.

                    1.

                    2.  The  numbers  on  the  332  form  correspond  with  the
                    numbers  listed  below.

     LIQUIDATION AND ACQUISITION EXPENSES:
     -------------------------------------
     1.   The Actual  Unpaid  Principal  Balance  of  the  Mortgage  Loan.  For
          documentation,  an  Amortization Schedule from date of default through
          liquidation  breaking out the net interest and servicing fees advanced
          is  required.

     2.   The Total  Interest  Due  less  the  aggregate amount of servicing fee
          that  would  have been earned if all delinquent payments had been made
          as  agreed.  For  documentation, an Amortization Schedule from date of
          default  through  liquidation  breaking  out  the  net  interest  and
          servicing  fees  advanced  is  required.

     3.   Accrued  Servicing  Fees  based  upon  the Scheduled Principal Balance
          of  the  Mortgage  Loan  as  calculated  on  a  monthly  basis.  For
          documentation,  an  Amortization Schedule from date of default through
          liquidation  breaking out the net interest and servicing fees advanced
          is  required.

     4-12. Complete  as  applicable.  Required  documentation:

          *    For taxes  and  insurance  advances  -  see  page 2 of 332 form -
               breakdown  required  showing  period

               of  coverage,  base  tax,  interest,  penalty.  Advances prior to
               default require evidence of servicer efforts to recover advances.

          *    For escrow  advances  -  complete  payment  history

               (to  calculate  advances  from  last  positive  escrow  balance
               forward)

          *    Other expenses  -  copies  of  corporate  advance history showing
               all  payments

          *    REO repairs  >  $1500  require  explanation

          *    REO repairs  >$3000  require  evidence  of  at  least  2  bids.

          *    Short Sale  or  Charge  Off  require  P&L supporting the decision
               and  WFB's  approved  Officer  Certificate

          *    Unusual  or  extraordinary  items  may  require  further
               documentation.

     13.  The  total  of  lines  1  through  12.

     3.   CREDITS:
          --------

     14-21.  Complete  as  applicable.  Required  documentation:

          *    Copy of  the  HUD  1  from  the  REO  sale.  If a 3rd Party Sale,
               bid  instructions  and  Escrow  Agent  /  Attorney

               Letter  of  Proceeds  Breakdown.

          *    Copy of  EOB  for  any  MI  or  gov't  guarantee

          *    All other  credits  need  to  be  clearly defined on the 332 form

     22.  The  total  of  lines  14  through  21.


     Please Note:     For  HUD/VA  loans,  use  line  (18a)  for  Part A/Initial
     ------------
                      proceeds  and line (18b) for Part B/Supplemental proceeds.


     TOTAL REALIZED LOSS (OR AMOUNT OF ANY GAIN)
     -------------------------------------------
     23.  The total  derived  from  subtracting  line  22 from 13. If the amount
          represents  a  realized  gain,  show  the  amount  in parenthesis ( ).


                   CALCULATION OF REALIZED LOSS/GAIN FORM 332

     Prepared by:  __________________                Date:  _______________
     Phone:  ________________________   Email Address:_____________________

---------------------------  ------------------------  -----------------------
Servicer Loan No.            Servicer Name             Servicer Address


---------------------------  ------------------------  -----------------------
|

     WELLS FARGO BANK, N.A. LOAN NO._____________________________

     Borrower's Name: ________________________________________________
     Property Address: _______________________________________________


     LIQUIDATION TYPE:  REO SALE    3RD PARTY SALE    SHORT SALE     CHARGE OFF


     WAS THIS LOAN GRANTED A BANKRUPTCY DEFICIENCY OR CRAMDOWN     YES    NO
     If "Yes", provide deficiency or cramdown amount __________________________


<TABLE>
<CAPTION>
LIQUIDATION AND ACQUISITION EXPENSES:
<S>        <C>                                                <C>
     (1)   Actual Unpaid Principal Balance of Mortgage Loan   $________________ (1)
     (2)   Interest accrued at Net Rate                        ________________ (2)
     (3)   Accrued Servicing Fees                              ________________ (3)
     (4)   Attorney's Fees                                     ________________ (4)
     (5)   Taxes (see page 2)                                  ________________ (5)
     (6)   Property Maintenance                                ________________ (6)
     (7)   MI/Hazard Insurance Premiums (see page 2)           ________________ (7)
     (8)   Utility Expenses                                    ________________ (8)
     (9)   Appraisal/BPO                                       ________________ (9)
     (10)  Property Inspections                                ________________ (10)
     (11)  FC Costs/Other Legal Expenses                       ________________ (11)
     (12)  Other (itemize)                                     ________________ (12)
             Cash for Keys__________________________           ________________ (12)
             HOA/Condo Fees_________________________           ________________ (12)
             _______________________________________           ________________ (12)

             TOTAL EXPENSES                                   $________________ (13)

     CREDITS:
     (14)  Escrow Balance                                     $________________ (14)
     (15)  HIP Refund                                          ________________ (15)
     (16)  Rental Receipts                                     ________________ (16)
     (17)  Hazard Loss Proceeds                                ________________ (17)
     (18)  Primary Mortgage Insurance / Gov't Insurance        ________________ (18a) HUD Part A
                                                               ________________ (18b) HUD Part B
     (19)  Pool Insurance Proceeds                             ________________ (19)
     (20)  Proceeds from Sale of Acquired Property             ________________ (20)
     (21)  Other (itemize)                                     ________________ (21)
           _________________________________________           ________________ (21)

           TOTAL CREDITS                                      $________________ (22)
     TOTAL REALIZED LOSS (OR AMOUNT OF GAIN)                  $________________ (23)
</TABLE>


ESCROW DISBURSEMENT DETAIL

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
   TYPE                 PERIOD OF
(TAX /INS.)  DATE PAID  COVERAGE   TOTAL PAID  BASE AMOUNT  PENALTIES  INTEREST
-----------  ---------  ---------  ----------  -----------  ---------  --------
<S>          <C>        <C>         <C>        <C>          <C>        <C>


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


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


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


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


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


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


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


-------------------------------------------------------------------------------
</TABLE>

     32.     Except as amended above, the Agreement shall continue to be in full
force  and  effect  in  accordance  with  its  terms.

     33.     This Amendment may be executed by one or more of the parties hereto
on  any  number of separate counterparts and of said counterparts taken together
shall  be  deemed  to  constitute  one  and  the  same  instrument.

                            [SIGNATURE PAGES FOLLOW]


(page)
     IN  WITNESS  WHEREOF,  the  following parties 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,
                                        as Purchaser

                                   By:   ___________________________
                                   Name:
                                   Title:


                                   SAVANNAH BANK, NA dba HARBOURSIDE
                                   MORTGAGE CORPORATION,
                                        as Company

                                   By:   ___________________________
                                   Name:
                                   Title:







                            EMC MORTGAGE CORPORATION
                                   Purchaser,

                        GREENPOINT MORTGAGE FUNDING, INC.
                                    Company,

                  PURCHASE, WARRANTIES AND SERVICING AGREEMENT
                          Dated as of September 1, 2003




                   (Fixed and Adjustable Rate Mortgage Loans)


(page)
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                        ARTICLE I
<S>            <C>                                                          <C>
Section 1.01   Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . 2

                                        ARTICLE II

Section 2.01   Agreement to Purchase. . . . . . . . . . . . . . . . . . . . 14
Section 2.02   Purchase Price . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2.03   Servicing of Mortgage Loans. . . . . . . . . . . . . . . . . 15
Section 2.04   Record Title and Possession of Mortgage Files;
               Maintenance of Servicing Files . . . . . . . . . . . . . . . 15
Section 2.05   Books and Records. . . . . . . . . . . . . . . . . . . . . . 16
Section 2.06   Transfer of Mortgage Loans . . . . . . . . . . . . . . . . . 17
Section 2.07   Delivery of Mortgage Loan Documents. . . . . . . . . . . . . 17
Section 2.08   Quality Control Procedures . . . . . . . . . . . . . . . . . 19
Section 2.09   Near-term Principal Prepayments; Near Term Payment Defaults. 19
Section 2.10   Modification of Obligations. . . . . . . . . . . . . . . . . 19

                                        ARTICLE III

Section 3.01   Representations and Warranties of the Company. . . . . . . . 21
Section 3.02   Representations and Warranties as to
               Individual Mortgage Loans. . . . . . . . . . . . . . . . . . 24
Section 3.03   Repurchase; Substitution . . . . . . . . . . . . . . . . . . 33
Section 3.04   Representations and Warranties of the Purchaser. . . . . . . 35

                                        ARTICLE IV

Section 4.01   Company to Act as Servicer . . . . . . . . . . . . . . . . . 36
Section 4.02   Collection of Mortgage Loan Payments . . . . . . . . . . . . 39
Section 4.03   Realization Upon Defaulted Mortgage Loans. . . . . . . . . . 40
Section 4.04   Establishment of Custodial Accounts;
               Deposits in Custodial Accounts . . . . . . . . . . . . . . . 41
Section 4.05   Permitted Withdrawals from the
               Custodial Account. . . . . . . . . . . . . . . . . . . . . . 42
Section 4.06   Establishment of Escrow Accounts;
               Deposits in Escrow Accounts. . . . . . . . . . . . . . . . . 43
Section 4.07   Permitted Withdrawals From Escrow Account. . . . . . . . . . 44
Section 4.08   Payment of Taxes, Insurance and Other
               Charges; Maintenance of Primary Mortgage
               Insurance Policies; Collections Thereunder . . . . . . . . . 45
Section 4.09   Transfer of Accounts . . . . . . . . . . . . . . . . . . . . 46
Section 4.10   Maintenance of Hazard Insurance. . . . . . . . . . . . . . . 46
Section 4.11   Maintenance of Mortgage Impairment
               Insurance Policy . . . . . . . . . . . . . . . . . . . . . . 47
Section 4.12   Fidelity Bond, Errors and Omissions
               Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 4.13   Title, Management and Disposition of REO Property. . . . . . 48
Section 4.14   Notification of Maturity Date. . . . . . . . . . . . . . . . 50

                                        ARTICLE V

Section 5.01   Distributions. . . . . . . . . . . . . . . . . . . . . . . . 50
Section 5.02   Statements to the Purchaser. . . . . . . . . . . . . . . . . 51
Section 5.03   Monthly Advances by the Company. . . . . . . . . . . . . . . 53
Section 5.04   Liquidation Reports. . . . . . . . . . . . . . . . . . . . . 53

                                        ARTICLE VI

Section 6.01   Assumption Agreements. . . . . . . . . . . . . . . . . . . . 53
Section 6.02   Satisfaction of Mortgages and Release
               of Mortgage Files. . . . . . . . . . . . . . . . . . . . . . 54
Section 6.03   Servicing Compensation . . . . . . . . . . . . . . . . . . . 55
Section 6.04   Annual Statement as to Compliance. . . . . . . . . . . . . . 56
Section 6.05   Annual Independent Certified Public
               Accountants' Servicing Report. . . . . . . . . . . . . . . . 56
Section 6.06   Purchaser's Right to Examine Company Records . . . . . . . . 56

                                        ARTICLE VII

Section 7.01   Company Shall Provide Information as Reasonably
               Required . . . . . . . . . . . . . . . . . . . . . . . . . . 57

                                        ARTICLE VIII

Section 8.01   Indemnification; Third Party Claims. . . . . . . . . . . . . 58
Section 8.02   Merger or Consolidation of the Company . . . . . . . . . . . 58
Section 8.03   Limitation on Liability of the Company and Others. . . . . . 59
Section 8.04   Company Not to Assign or Resign. . . . . . . . . . . . . . . 59
Section 8.05   No Transfer of Servicing . . . . . . . . . . . . . . . . . . 59

                                        ARTICLE IX

Section 9.01   Events of Default. . . . . . . . . . . . . . . . . . . . . . 61
Section 9.02   Waiver of Defaults . . . . . . . . . . . . . . . . . . . . . 62

                                        ARTICLE X

Section 10.01  Termination. . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 10.02  Termination without cause. . . . . . . . . . . . . . . . . . 63

                                        ARTICLE XI

Section 11.01  Successor to the Company . . . . . . . . . . . . . . . . . . 63
Section 11.02  Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 11.03  Recordation of Agreement . . . . . . . . . . . . . . . . . . 65
Section 11.04  Governing Law. . . . . . . . . . . . . . . . . . . . . . . . 65
Section 11.05  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 11.06  Severability of Provisions . . . . . . . . . . . . . . . . . 66
Section 11.07  Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 11.08  General Interpretive Principles. . . . . . . . . . . . . . . 66
Section 11.09  Reproduction of Documents. . . . . . . . . . . . . . . . . . 67
Section 11.10  Confidentiality of Information . . . . . . . . . . . . . . . 67
Section 11.11  Recordation of Assignment of Mortgage. . . . . . . . . . . . 67
Section 11.12  Assignment by Purchaser. . . . . . . . . . . . . . . . . . . 68
Section 11.13  No Partnership . . . . . . . . . . . . . . . . . . . . . . . 68
Section 11.14  Execution: Successors and Assigns. . . . . . . . . . . . . . 68
Section 11.15  Entire Agreement . . . . . . . . . . . . . . . . . . . . . . 68
Section 11.16  No Solicitation. . . . . . . . . . . . . . . . . . . . . . . 68
Section 11.17  Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 11.18  Cooperation of Company with Reconstitution . . . . . . . . . 70

EXHIBITS
  A            Contents of Mortgage File
  B            Custodial Account Letter Agreement
  C            Escrow Account Letter Agreement
  D            Form of Assignment, Assumption and Recognition Agreement
  E            Form of Trial Balance
  F            [reserved]
  G            Request for Release of Documents and Receipt
  H            Company's Underwriting Guidelines
  I            Form of Term Sheet
</TABLE>


(page)
     This  is  a  Purchase,  Warranties  and  Servicing  Agreement,  dated as of
September  1,  2003  and  is  executed  between  EMC  MORTGAGE  CORPORATION,  as
Purchaser,  with offices located at Mac Arthur Ridge II, 909 Hidden Ridge Drive,
Suite  200,  Irving,  Texas  75038  (the  "Purchaser"),  and GREENPOINT MORTGAGE
FUNDING, INC., with offices located at 100 Wood Hollow Drive, Novato, California
94945  (the  "Company").

                              W I T N E S S E T H :
                              - - - - - - - - - -

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

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

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

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


(page)
                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

     Section  1.01  Defined  Terms.
                    --------------

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

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

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

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

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

     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 (iii) a day on which banks in the
State  of  New  York 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:  GreenPoint Mortgage Funding, Inc., its successors in interest and
     -------
assigns,  as  permitted  by  this  Agreement.

     Company's  Officer's  Certificate:  A certificate signed by the Chairman of
     ---------------------------------
the  Board,  President,  any  Vice President or Treasurer of Company stating the
date  by  which  Company  expects  to  receive  any  missing  documents sent for
recording  from  the  applicable  recording  office.

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

     Confirmation:  The  trade confirmation letter between the Purchaser and the
     ------------
Company  which  relates  to  the  Mortgage  Loans.

     Co-op  Lease:  With  respect  to  a Co-op Loan, the lease with respect to a
     ------------
dwelling  unit  occupied by the Mortgagor and relating to the stock allocated to
the  related  dwelling  unit.

     Co-op  Loan:  A Mortgage Loan secured by the pledge of stock allocated to a
     -----------
dwelling  unit in a residential cooperative housing corporation and a collateral
assignment  of  the  related  Co-op  Lease.

     Current  Appraised  Value:     With  respect to any Mortgaged Property, the
     -------------------------
value  thereof  as  determined  by  an  appraisal  made  for  the Company (by an
appraiser who met the requirements of the Company and Fannie Mae) 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 "GreenPoint Mortgage
Funding,  Inc.,  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: GreenPoint Mortgage Funding, Inc., or 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 "GreenPoint Mortgage
Funding,  Inc.,  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  Program Code:  With respect to each Mortgage Loan, a code designating
     ------------------
the  loan  program  pursuant  to  which  a  Mortgage  Loan  was  underwritten in
accordance  with  the  Company's  underwriting  guidelines.

     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 (if requested in writing by the Purchaser);

     (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;

     (27)     the  Loan  Program  Code;  and

     (28)     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.

     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; Near Term Payment Defaults
                  --------------------------------------------------------------

     In the event any Principal Prepayment is made by a Mortgagor on or prior to
three  months  after  the  related Closing Date], the Company shall remit to the
Purchaser  an  amount  equal  to  the  excess,  if  any,  of  the Purchase Price
Percentage  over par multiplied by the amount of such Principal Prepayment. Such
remittance  shall  be  made  by the Company to Purchaser no later than the third
Business  Day  following  receipt  of  such Principal Prepayment by the Company.

     In the event either of the first three (3) scheduled Monthly Payments which
are  due  under  any  Mortgage  Loan after the related Cut-off Date are not made
during  the  month  in  which such Monthly Payments are due, then not later than
five  (5)  Business  Days  after  notice  to  the  Company  by Purchaser (and at
Purchaser's  sole option), the Company, shall repurchase such Mortgage Loan from
the Purchaser pursuant to the repurchase provisions contained in this Subsection
3.03.


     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.
                       ---------------------------------------------------

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

     (a)     The  Company is a corporation, duly organized, validly existing and
in  good  standing  under the laws of the State of New York and has all licenses
necessary  to carry out its business as now being conducted, and is licensed and
qualified to transact business in and is in good standing under the laws of each
state  in  which  any Mortgaged Property is located or is otherwise exempt under
applicable law from such licensing or qualification or is otherwise not required
under applicable law to effect such licensing or qualification and no demand for
such  licensing  or  qualification  has  been made upon such Company by any such
state,  and in any event such Company is in compliance with the laws of any such
state to the extent necessary to ensure the enforceability of each Mortgage Loan
and  the  servicing  of  the Mortgage Loans in accordance with the terms of this
Agreement;

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

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

     (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;  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)     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 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.


(page)
                                   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 in this Agreement to the contrary, if any Mortgage
Loan becomes subject to a Pass-Through Transfer, the Company (a) with respect to
such  Mortgage  Loan,  shall  not  permit  any modification with respect to such
Mortgage  Loan  that  would  change the Mortgage Interest Rate and (b) shall not
(unless  the  Mortgagor is in default with respect to such Mortgage Loan or such
default  is,  in  the  judgment  of the Company, reasonably foreseeable) make or
permit  any  modification, waiver or amendment of any term of such Mortgage Loan
that would both (i) effect an exchange or reissuance of such Mortgage Loan under
Section  1001  of  the Code (or Treasury regulations promulgated thereunder) and
(ii)  cause  any  REMIC  to  fail  to  qualify  as a REMIC under the Code or the
imposition  of any tax on "prohibited transactions" or "contributions" after the
startup  date  under  the  REMIC  Provisions.

     Prior  to taking any action with respect to the Mortgage Loans subject to a
Pass-Through  Transfer,  which  is  not  contemplated  under  the  terms of this
Agreement,  the  Company  will  obtain  an  Opinion of Counsel acceptable to the
trustee  in such Pass-Through Transfer with respect to whether such action could
result  in  the imposition of a tax upon any REMIC (including but not limited to
the  tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and  the  tax  on  contributions  to a REMIC set forth in Section 860G(d) of the
Code)(either  such  event,  an "Adverse REMIC Event"), and the Company shall not
take  any  such  actions  as  to which it has been advised that an Adverse REMIC
Event  could  occur.

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

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

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

     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.

     In  the event that a Mortgage Loan becomes part of a REMIC, and becomes REO
Property, such property shall be disposed of by the Company, with the consent of
Purchaser  as required pursuant to this Agreement, before the close of the third
taxable year following the taxable year in which the Mortgage Loan became an REO
Property, unless the Company provides to the trustee under such REMIC an opinion
of counsel to the effect that the holding of such REO Property subsequent to the
close of the third taxable year following the taxable year in which the Mortgage
Loan  became  an  REO  Property,  will  not result in the imposition of taxes on
"prohibited  transactions"  as defined in Section 860F of the Code, or cause the
transaction  to  fail  to  qualify  as a REMIC at any time that certificates are
outstanding.  Company  shall manage, conserve, protect and operate each such REO
Property  for  the  certificateholders  solely  for  the  purpose  of its prompt
disposition  and  sale in a manner which does not cause such property to fail to
qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of
the  Code,  or  any  "net  income from foreclosure property" which is subject to
taxation  under  the  REMIC  provisions of the Code.  Pursuant to its efforts to
sell such property, the Company shall either itself or through an agent selected
by Company, protect and conserve such property in the same manner and to such an
extent  as  is  customary  in  the  locality  where  such  property  is located.
Additionally, Company shall perform the tax withholding and reporting related to
Sections  1445  and  6050J  of  the  Code.

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

     The  Company  shall  segregate  and  hold  all funds collected and received
pursuant  to each Mortgage Loan separate and apart from any of its own funds and
general  assets and shall establish and maintain one or more Custodial Accounts.
The Custodial Account shall be an Eligible Account.  Funds shall be deposited in
the  Custodial  Account  within  24  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 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,
and  thereafter  assume  the  responsibility  for marketing such REO property in
accordance  with  Accepted  Servicing  Practices.  Thereafter, the Company shall
continue to provide certain administrative services to the Purchaser relating to
such  REO Property as set forth in this Section 4.13.  No Servicing Fee shall be
assessed  or  otherwise  accrue  on  any REO Property from and after the date on
which  it  becomes  an  REO  Property.

     The  Company  shall,  either  itself  or  through  an agent selected by the
Company,  and in accordance with the Fannie Mae Guides manage, conserve, protect
and  operate  each  REO  Property in the same manner that it manages, conserves,
protects  and operates other foreclosed property for its own account, and in the
same  manner  that  similar property in the same locality as the REO Property is
managed.  The  Company  shall  cause  each REO Property to be inspected promptly
upon  the  acquisition  of title thereto and shall cause each REO Property to be
inspected  at  least  monthly  thereafter  or more frequently as required by the
circumstances.  The  Company  shall make or cause to be made a written report of
each  such  inspection.  Such reports shall be retained in the Mortgage File and
copies  thereof  shall  be  forwarded  by  the  Company  to  the  Purchaser.

     The  Company  shall  use its best efforts to dispose of the REO Property as
soon  as  possible and shall sell such REO Property in any event within one year
after  title has been taken to such REO Property, unless the Company determines,
and  gives  an appropriate notice to the Purchaser to such effect, that a longer
period  is  necessary  for  the  orderly liquidation of such REO Property.  If a
longer period than one (1) year is permitted under the foregoing sentence and is
necessary  to  sell  any  REO  Property, the Company shall report monthly to the
Purchaser  as  to  the progress being made in selling such REO Property.  No REO
Property  shall be marketed for less than the Appraised Value, without the prior
consent  of  Purchaser.  No REO Property shall be sold for less than ninety five
percent  (95%)  of  its Appraised Value, without the prior consent of Purchaser.
All requests for reimbursement of Servicing Advances shall be in accordance with
the  Fannie Mae Guides.  The disposition of REO Property shall be carried out by
the  Company  at  such price, and upon such terms and conditions, as the Company
deems  to  be  in  the  best  interests  of  the Purchaser (subject to the above
conditions) only with the prior written consent of the Purchaser.  Company shall
provide monthly reports to Purchaser in reference to the status of the marketing
of  the  REO  Properties.

     Notwithstanding  anything  to  the contrary contained herein, the Purchaser
may,  at  the  Purchaser's sole option, terminate the Company as servicer of any
such  REO  Property without payment of any termination fee with respect thereto,
provided  that  the  Company  shall on the date said termination takes effect be
reimbursed for any unreimbursed advances of the Company's funds made pursuant to
Section  5.03 and any unreimbursed Servicing Advances and Servicing Fees in each
case  relating to the Mortgage Loan underlying such REO Property notwithstanding
anything  to  the  contrary set forth in Section 4.05.  In the event of any such
termination,  the  provisions  of  Section  11.01  hereof  shall  apply  to said
termination  and the transfer of servicing responsibilities with respect to such
REO Property to the Purchaser or its designee.  Within five Business Days of any
such  termination,  the  Company shall, if necessary convey such property to the
Purchaser and shall further provide the Purchaser with the following information
regarding  the  subject  REO Property: the related drive by appraisal or brokers
price  opinion,  and  copies of any related Mortgage Impairment Insurance Policy
claims.  In  addition,  within five Business Days, the Company shall provide the
Purchaser with the following information and documents regarding the subject REO
Property:  the related trustee's deed upon sale and copies of any related hazard
insurance  claims,  or  repair  bids.

     Section  4.14     Notification  of  Maturity  Date.
                       --------------------------------

     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.


(page)
     Section  5.03     Monthly  Advances  by  the  Company.
                       -----------------------------------

     Not  later  than  the  close of business on the Business Day preceding each
Remittance  Date,  the  Company shall deposit in the Custodial Account an amount
equal  to  all  payments  not previously advanced by the Company, whether or not
deferred pursuant to Section 4.01, of principal (due after the Cut-off Date) and
interest  not allocable to the period prior to the Cut-off Date, adjusted to the
Mortgage  Loan Remittance Rate, which were due on a Mortgage Loan and delinquent
at  the  close  of  business  on  the  related  Determination  Date.

     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.


(page)
                                  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.


(page)
                                   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.


(page)
                                    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.

     Section  10.02     Termination  Without  Cause.
                        ---------------------------

     The Purchaser may, at its sole option, terminate any rights the Company may
have  hereunder,  without  cause, upon no less than 90 days written notice.  Any
such  notice  of termination shall be in writing and delivered to the Company as
provided  in  Section  11.05  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.


(page)
     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:

             GreenPoint Mortgage Funding, Inc.
             100 Wood Hollow Drive
             Novato, California 94945
             Attention: Susan Davia
             Telecopier  No:  (415)  878-4369

     (ii)    if  to  the  Purchaser:

             EMC  Mortgage  Corporation
             Mac Arthur Ridge II,
             909 Hidden Ridge Drive, Suite 200
             rving, 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, the Purchaser may
effect  a  sale  (each, a "Reconstitution") of some or all of the Mortgage Loans
then  subject  to  this  Agreement,  without  recourse,  to:

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

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

     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"); and (4) to provide customary indemnification to the Purchaser and/or its
affiliates  for  any  losses, claims, damages, and liabilities arising out of or
based  upon  information  the  Company  provided  or  caused  to  be provided in
connection  with a Pass-Through Transfer.  In that connection, the Company shall
provide  to  such  servicer  or  issuer,  as  the  case  may  be,  and any other
participants  in  such  Reconstitution:  (i)  any and all information (including
servicing  portfolio  information)  and  appropriate verification of information
(including servicing portfolio information) which may be reasonably available to
the  Company,  whether through letters of its auditors and counsel or otherwise,
as  the  Purchaser  or  any such other participant shall request upon reasonable
demand;  and  (ii)  such  additional  representations,  warranties,  covenants,
opinions of counsel, letters from auditors, and certificates of public officials
or  officers of the Company as are reasonably agreed upon by the Company and the
Purchaser  or  any such other participant.  In connection with each Pass-Through
Transfer, the Company agrees to provide reasonable and customary indemnification
to  the  Purchaser  and  its  affilates for disclosure contained in any offering
document  relating  to  the Company or its affilates, the Mortgage Loans and the
underwriting standards of the Mortgage Loans. The Purchaser shall be responsible
for  the  costs  relating  to  the  delivery  of  such  information.

     All  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.


(page)
     IN  WITNESS  WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of
the  day  and  year  first  above  written.

                                        EMC MORTGAGE CORPORATION
                                               Purchaser

                                          By:
                                             --------------------------
                                          Name:
                                          Title:

                                        GREENPOINT MORTGAGE FUNDING, INC.
                                               Company

                                          By:
                                             --------------------------
                                          Name:
                                          Title:


(page)
                                    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.


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


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


(page)
                                    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  occurred  from  the Closing Date to the date hereof
which would render the representations and warranties as to the related Assigned
Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to
be  untrue  in  any  material  respect.

     (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.


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

                                        EMC  MORTGAGE  CORPORATION
                                        Assignor

                                        By:
                                           -----------------------
                                        Name:
                                             ---------------------
                                        Title:
                                              --------------------


                                        ----------------------------
                                        Assignee

                                        By:
                                           -----------------------
                                        Name:
                                             ---------------------
                                        Title:
                                              --------------------


                                        ----------------------------
                                        Company

                                        By:
                                           -----------------------
                                        Name:
                                             ---------------------
                                        Title:
                                              --------------------


(page)
                                    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]


(page)
                                  ATTACHMENT 1

                             ASSIGNED LOAN SCHEDULE
                             ----------------------


(page)
                                  ATTACHMENT 2

                  PURCHASE, WARRANTIES AND SERVICING AGREEMENT
                  --------------------------------------------


(page)
                                    EXHIBIT E
                                    ---------

                              FORM OF TRIAL BALANCE


(page)
                                    EXHIBIT G
                                    ---------

                  REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

RE:     Mortgage  Loan  #
                         -----------------------------------
BORROWER:
         ---------------------------------------------------
PROPERTY:
         ---------------------------------------------------

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

(Check  one  of  the  items  below)

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

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

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

          Other  (explain)
--------


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

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

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

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

Dated:
      -----------------

By:
   ------------------------------------
     Signature

   ------------------------------------
     Title

Send  documents  to:
                     -------------------------------------------------

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

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

Acknowledgement:

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


Dated:
      -----------------

By:
   ------------------------------------
     Signature

   ------------------------------------
     Title


(page)
                                    EXHIBIT H
                                    ---------

                        COMPANY'S UNDERWRITING GUIDELINES


(page)
                                    EXHIBIT I


                                   TERM SHEET

     This  TERM  SHEET  (the  "Term  Sheet")  dated [      ], between Greenpoint
                                                     ------
Mortgage  Funding,  Inc.,  a  New  York  corporation, located at 100 Wood Hollow
Drive,  Novato, California 94945 (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,  between  the  Company and the
Purchaser,  the  provisions  of which are incorporated herein as if set forth in
full  herein,  as  such  terms  and  conditions  may be modified or supplemented
hereby.  All  initially  capitalized  terms used herein unless otherwise defined
shall  have  the  meanings  ascribed  thereto  in  the  Agreement.

     The  Purchaser  hereby  purchases  from  the Company and the Company hereby
sells to the Purchaser, all of the Company's right, title and interest in and to
the  Mortgage  Loans  described  on the Mortgage Loan Schedule annexed hereto as
Schedule  I,  pursuant  to  and  in accordance with the terms and conditions set
-----------
forth  in  the  Agreement,  as  same  may  be  supplemented  or modified hereby.
Hereinafter, the Company shall service the Mortgage Loans for the benefit of the
Purchaser  and  all subsequent transferees of the Mortgage Loans pursuant to and
in  accordance  with  the  terms  and  conditions  set  forth  in the Agreement.

1.     Definitions
       -----------

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

Aggregate  Principal  Balance
(as  of  the  Cut-Off  Date):
-----------------------------

Closing  Date:
--------------

Custodian:
----------

Cut-off  Date:
--------------

Initial  Weighted  Average
Mortgage  Loan  Remittance  Rate:
---------------------------------

Mortgage  Loan:
---------------

Purchase  Price  Percentage:
----------------------------

Servicing  Fee  Rate:
---------------------

Additional  Closing  Conditions:
--------------------------------

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

Additional  Loan  Documents:
----------------------------

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

[Additional]  [Modification]  of  Representations  and  Warranties:
-------------------------------------------------------------------

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

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


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

                                        GREENPOINT MORTGAGE FUNDING, INC.

                                        By:
                                            -------------------------
                                        Name:
                                             ------------------------
                                        Title:
                                              ------------------------


                                        EMC  MORTGAGE  CORPORATION

                                        By:
                                            -------------------------
                                        Name:
                                             ------------------------
                                        Title:
                                              ------------------------


(page)
                                   SCHEDULE I
                                   ----------

                             MORTGAGE LOAN SCHEDULE


(page)
                                    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)





                            EMC MORTGAGE CORPORATION
                                   Purchaser,


                         HSBC MORTGAGE CORPORATION (USA)
                                    Company,

                              AMENDED AND RESTATED
                  PURCHASE, WARRANTIES AND SERVICING AGREEMENT

                          Dated as of September 1, 2005


                   (Fixed and Adjustable Rate Mortgage Loans)


(page)
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


                                        ARTICLE I
<S>            <C>                                                          <C>

Section 1.01   Defined Terms                                                 2

                                       ARTICLE II

Section 2.01   Agreement to Purchase. . . . . . . . . . . . . . . . . . . . 14
Section 2.02   Purchase Price . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2.03   Servicing of Mortgage Loans. . . . . . . . . . . . . . . . . 15
Section 2.04   Record Title and Possession of Mortgage Files;
               Maintenance of Servicing Files . . . . . . . . . . . . . . . 15
Section 2.05   Books and Records. . . . . . . . . . . . . . . . . . . . . . 16
Section 2.06   Transfer of Mortgage Loans . . . . . . . . . . . . . . . . . 17
Section 2.07   Delivery of Mortgage Loan Documents. . . . . . . . . . . . . 17
Section 2.08   Quality Control Procedures . . . . . . . . . . . . . . . . . 19
Section 2.09   Near-term Principal Prepayments; Near Term Payment Defaults  19
Section 2.10   Modification of Obligations. . . . . . . . . . . . . . . . . 19

                                      ARTICLE III

Section 3.01   Representations and Warranties of the Company. . . . . . . . 21
Section 3.02   Representations and Warranties as to
               Individual Mortgage Loans. . . . . . . . . . . . . . . . . . 24
Section 3.03   Repurchase; Substitution . . . . . . . . . . . . . . . . . . 33
Section 3.04   Representations and Warranties of the Purchaser. . . . . . . 35

                                      ARTICLE IV

Section 4.01   Company to Act as Servicer . . . . . . . . . . . . . . . . . 36
Section 4.02   Collection of Mortgage Loan Payments . . . . . . . . . . . . 39
Section 4.03   Realization Upon Defaulted Mortgage Loans. . . . . . . . . . 40
Section 4.04   Establishment of Custodial Accounts;
               Deposits in Custodial Accounts . . . . . . . . . . . . . . . 41
Section 4.05   Permitted Withdrawals from the
               Custodial Account. . . . . . . . . . . . . . . . . . . . . . 42
Section 4.06   Establishment of Escrow Accounts;
               Deposits in Escrow Accounts. . . . . . . . . . . . . . . . . 43
Section 4.07   Permitted Withdrawals From Escrow Account. . . . . . . . . . 44
Section 4.08   Payment of Taxes, Insurance and Other
               Charges; Maintenance of Primary Mortgage
               Insurance Policies; Collections Thereunder . . . . . . . . . 45
Section 4.09   Transfer of Accounts . . . . . . . . . . . . . . . . . . . . 46
Section 4.10   Maintenance of Hazard Insurance. . . . . . . . . . . . . . . 46
Section 4.11   Maintenance of Mortgage Impairment
               Insurance Policy . . . . . . . . . . . . . . . . . . . . . . 47
Section 4.12   Fidelity Bond, Errors and Omissions
               Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 4.13   Title, Management and Disposition of REO  Property . . . . . 48
Section 4.14   Notification of Maturity Date. . . . . . . . . . . . . . . . 50

                                      ARTICLE V

Section 5.01   Distributions. . . . . . . . . . . . . . . . . . . . . . . . 50
Section 5.02   Statements to the Purchaser. . . . . . . . . . . . . . . . . 51
Section 5.03   Monthly Advances by the Company. . . . . . . . . . . . . . . 53
Section 5.04   Liquidation Reports. . . . . . . . . . . . . . . . . . . . . 53

                                     ARTICLE VI

Section 6.01   Assumption Agreements. . . . . . . . . . . . . . . . . . . . 53
Section 6.02   Satisfaction of Mortgages and Release
               of Mortgage Files. . . . . . . . . . . . . . . . . . . . . . 54
Section 6.03   Servicing Compensation . . . . . . . . . . . . . . . . . . . 55
Section 6.04   Annual Statement as to Compliance. . . . . . . . . . . . . . 56
Section 6.05   Annual Independent Certified Public
               Accountants' Servicing Report. . . . . . . . . . . . . . . . 56
Section 6.06   Purchaser's Right to Examine Company Records . . . . . . . . 56

                                     ARTICLE VII

Section 7.01   Company Shall Provide Information as Reasonably
               Required . . . . . . . . . . . . . . . . . . . . . . . . . . 57

                                    ARTICLE VIII

Section 8.01   Indemnification; Third Party Claims. . . . . . . . . . . . . 58
Section 8.02   Merger or Consolidation of the Company . . . . . . . . . . . 58
Section 8.03   Limitation on Liability of the Company and Others. . . . . . 59
Section 8.04   Company Not to Assign or Resign. . . . . . . . . . . . . . . 59
Section 8.05   No Transfer of Servicing . . . . . . . . . . . . . . . . . . 59

                                     ARTICLE IX

Section 9.01   Events of Default. . . . . . . . . . . . . . . . . . . . . . 61
Section 9.02   Waiver of Defaults . . . . . . . . . . . . . . . . . . . . . 62

                                     ARTICLE X

Section 10.01  Termination. . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 10.02  Termination without cause. . . . . . . . . . . . . . . . . . 63

                                     ARTICLE XI

Section 11.01  Successor to the Company                                     63
Section 11.02  Amendment                                                    64
Section 11.03  Recordation of Agreement                                     65
Section 11.04  Governing Law                                                65
Section 11.05  Notices                                                      65
Section 11.06  Severability of Provisions                                   66
Section 11.07  Exhibits                                                     66
Section 11.08  General Interpretive Principles                              66
Section 11.09  Reproduction of Documents                                    67
Section 11.10  Confidentiality of Information                               67
Section 11.11  Recordation of Assignment of Mortgage                        67
Section 11.12  Assignment by Purchaser                                      68
Section 11.13  No Partnership                                               68
Section 11.14  Execution: Successors and Assigns                            68
Section 11.15  Entire Agreement                                             68
Section 11.16  No Solicitation                                              68
Section 11.17  Closing                                                      69
Section 11.18  Cooperation of Company with Reconstitution                   70
Section 11.19  Monthly Reporting with Respect to a Reconstitution

EXHIBITS
  A            Contents of Mortgage File
  B            Custodial Account Letter Agreement
  C            Escrow Account Letter Agreement
  D            Form of Assignment, Assumption and Recognition Agreement
  E            Form of Trial Balance
  F            [reserved]
  G            Request for Release of Documents and Receipt
  H            Company's Underwriting Guidelines
  I            Form of Term Sheet
  J            Reconstituted Mortgage Loan Reporting
</TABLE>


(page)
     This  is  an  Amended  and  Restated  Purchase,  Warranties  and  Servicing
Agreement,  dated  as  of  September  1,  2005,  which  amends  and restates the
Purchase, Warranties and Servicing Agreement, originally dated May 1, 2002, each
between  EMC  MORTGAGE  CORPORATION,  as  Purchaser, with offices located at Mac
Arthur  Ridge  II,  909  Hidden Ridge Drive, Suite 200, Irving, Texas 75038 (the
"Purchaser")  and  HSBC Mortgage Corporation (USA), with offices located at 2929
Walden  Avenue,  Depew,  New  York  14043  (the  "Company").

                              W I T N E S S E T H :
                              - - - - - - - - - -

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

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

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

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


(page)
                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

     Section  1.01  Defined  Terms.
                    --------------

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

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

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

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

     Appraised Value:  With respect to any Mortgaged Property, the lesser of (i)
     ---------------
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 minimum requirements of Fannie Mae and FHLMC, and (ii) the purchase
price paid for the related Mortgaged Property by the Mortgagor with the proceeds
of  the  Mortgage  Loan, provided, however, in the case of a Refinanced Mortgage
Loan,  such  value  of  the  Mortgaged  Property  is based solely upon the value
determined  by  an appraisal made for the originator of such Refinanced Mortgage
Loan at the time of origination of such Refinanced Mortgage Loan by an appraiser
who  met  the minimum requirements of FANNIE MAE and FHLMC.  However in the case
of a mortgage made on property in New York State value will always be determined
by  the appraisal for determining any requirement for primary mortgage insurance
only.

     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 (iii) a day on which banks in the
State  of  New  York are authorized or obligated by law or executive order to be
closed.

     Buydown  Agreement:  An agreement between the Seller and a Mortgagor, or an
     ------------------
agreement among the Company, a Mortgagor and a seller of a Mortgaged Property or
a third party with respect to a Mortgage Loan which provides for the application
of  Buydown  Funds.

     Buydown  Funds:  In  respect  of  any  Buydown  Mortgage  Loan,  any amount
     --------------
contributed  by  seller  of  a  Mortgaged Property subject to a Buydown Mortgage
Loan, the buyer of such property, the Company or any other source, plus interest
earned thereon, in order to enable the Mortgagor to reduce the payments required
to  be  made  from  the  mortgagor's fund in the early years of a Mortgage Loan.

     Buydown  Mortgage Loan:  Any Mortgage Loan in respect of which, pursuant to
     ----------------------
a  Buydown Agreement, (i) the Mortgagor pays less than the full monthly payments
specified  in  the Mortgage Note for a specified period, and (ii) the difference
between the payments required under such Buydown Agreement and the Mortgage Note
is  provided  from  Buydown  Funds.

     Buydown  Period:  The  period of time when a Buydown Agreement is in effect
     ---------------
with  respect  to  a  related  Buydown  Mortgage  Loan.

     Closing  Date:  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:  HSBC Mortgage Corporation (USA), their successors in interest and
     -------
assigns,  as  permitted  by  this  Agreement.

     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.

     Consumer  Information:  Information  including,  but  not  limited  to, all
     ---------------------
personal information about Mortgagors that is supplied to the Purchaser by or on
behalf  of  the  Company.

     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.

     Credit  Score:  The credit score of the Mortgagor provided by Fair, Isaac &
     -------------
Company,  Inc.  or  such  other organization providing credit scores as per HSBC
underwriting/program  guidelines  in  affect at the time of the origination of a
Mortgage  Loan.

     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 HSBC underwriting manual in effect at
the  time  of  origination.

     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.

     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.

     Interest  Only  Mortgage  Loan:  A  Mortgage  Loan that requires payment of
     ------------------------------
interest  for a period of time specified on the related Mortgage Note during the
interest-only  period followed by full amortization of the remaining balance for
the  remaining  duration  of  the  loan.

     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 the lower
of  the  Appraised Value or the Sales Price of the Mortgaged Property.  However,
in  the case of a mortgage made on property in New York State, value will always
be  determined  by  the  appraisal  for  determining any requirement for primary
mortgage  insurance  only.

     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.

     MERS:  Mortgage  Electronic  Registration  System,  Inc.,  a  subsidiary of
     ----
MERSCORP,  Inc.


     MERS  Mortgage Loan:  Any Mortgage Loan registered with MERS on the MERS(R)
     -------------------
System.


     MERS(R)  System:  The electronic mortgage registration system maintained by
     ----------------
MERS.

     MIN:  The  Mortgage  Identification  Number  for  any  MERS  Mortgage Loan.
     ---

     MOM Mortgage:  A Mortgage Loan naming MERS as the original mortgagee on the
     -------------
mortgage  security  instrument.

     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  (if
     ----------------
applicable)  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  required  by  Section  4.11.

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

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

     Mortgage  Loan  Documents:  The  documents  listed  in  Exhibit  A.
     -------------------------                             ------------

     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;

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

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

     (28)     for  any Mortgage Loan originated in the State of New Jersey prior
to  July  7,  2004,  whether  such Mortgage Loan is a "Home Loan", "Covered Home
Loan",  "Manufactured  Housing" or "Home Improvement Loan" as defined in the New
Jersey  Home  Ownership  Security  Act  of  2002;  and

     (29)     whether  the  Mortgage  Loan  has  a mandatory arbitration clause;

     (30)     a  code  indicating  whether  the Mortgage Loan is a MERS Mortgage
Loan;

     (31)     MERS  #,  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.
     ---------

     OCC:  Office  of  the  Comptroller  of  the  Currency,  its  successors and
     ---
assigns.

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

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

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

     OTS:  Office  of  Thrift  Supervision,  its  successors  and  assigns.
     ---

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

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

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

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

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

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

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

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

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

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

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

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

     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,  excluding  any  prepayment  penalty,  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 who had no interest, direct or indirect
     --------------------
in the Mortgaged Property or in any loan made on the security thereof, and whose
compensation  is  not  affected  by  the approval or disapproval of the Mortgage
Loan,  and  such appraiser and the appraisal made by such appraiser both satisfy
the  requirements  of  Title  XI  of  FIRREA  and  the  regulations  promulgated
thereunder  and the requirements of Fannie Mae, all as in effect on the date the
Mortgage  Loan  was  originated.

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

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

     Refinanced  Mortgage  Loan:  A  Mortgage Loan which was made to a Mortgagor
     --------------------------
who  owned the Mortgaged Property prior to the origination of such Mortgage Loan
and  the  proceeds of which are not in excess of the existing first mortgage, as
outlined  in  the  HSBC  Underwriting  Guidelines  in  effect  at  the  time  of
origination.

     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,;  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.

     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 charge to Company or such
supervisory  agents  or  examiners,  to any documentation regarding the Mortgage
Loans  that  may  be  required  by  any  applicable  regulator.

     Section  2.06.     Transfer  of  Mortgage  Loans.
                        -----------------------------

     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) (including those listed in (B) relating to Co-op
Loans) 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 180
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 270 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  360th  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.

     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.

     In  addition,  in connection with the assignment of any MERS Mortgage Loan,
the Company agrees that it will cause, at its own expense, the MERS(R) System to
indicate  that  such  Mortgage  Loans  have  been assigned by the Company to the
Purchaser  in  accordance  with this Agreement by including (or deleting, in the
case  of Mortgage Loans which are repurchased in accordance with this Agreement)
in  such  computer  files  the  information  required  by  the MERS(R) System to
identify  the Purchaser of such Mortgage Loans.  The Company further agrees that
it  will  not alter the information referenced in this paragraph with respect to
any  Mortgage  Loan  during  the  term  of  this Agreement unless and until such
Mortgage  Loan  is  repurchased  in accordance with the terms of this Agreement.

     Section  2.08     Quality  Control  Procedures.
                       ----------------------------

     The Company must have an internal quality control program that verifies, on
a  regular  basis,  the  existence  and  accuracy of the legal documents, credit
documents, property appraisals, and underwriting decisions.  The program must be
capable  of evaluating and monitoring the overall quality of its loan production
and  servicing activities.  The program is to ensure that the Mortgage Loans are
originated  and  serviced  in accordance with prudent mortgage banking practices
and  accounting  principles;  guard  against dishonest, fraudulent, or negligent
acts;  and  guard  against errors and omissions by officers, employees, or other
authorized  persons.

     Section  2.09  Near-term  Principal Prepayments; Near Term Payment Defaults
                  --------------------------------------------------------------

           In  the event any Principal Prepayment in full is made by a Mortgagor
on  or  prior  to three months after the related Closing Date, the Company shall
remit  to  the  Purchaser an amount equal to the excess, if any, of the Purchase
Price  Percentage over par multiplied by the amount of such Principal Prepayment
in  full.  Such  remittance  shall  be made by the Company to Purchaser no later
than  the  third  Business Day following receipt of such Principal Prepayment by
the  Company.

           In  the  event the first scheduled Monthly Payment which is due under
any Mortgage Loan after the related Cut-off Date is not made during the month in
which  such  Monthly  Payment is 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.
                       ---------------------------------------------------

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

     (a)     The  Company is a corporation, duly organized, validly existing and
in  good  standing  under the laws of the State of Delaware and has all licenses
necessary  to carry out its business as now being conducted, and is licensed and
qualified to transact business in and is in good standing under the laws of each
state  in  which  any Mortgaged Property is located or is otherwise exempt under
applicable law from such licensing or qualification or is otherwise not required
under applicable law to effect such licensing or qualification and no demand for
such  licensing  or  qualification  has  been made upon such Company by any such
state,  and in any event such Company is in compliance with the laws of any such
state to the extent necessary to ensure the enforceability of each Mortgage Loan
and  the  servicing  of  the Mortgage Loans in accordance with the terms of this
Agreement;

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

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

     (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;  and

     (p)     At  the  time  any  Mortgage Loan is registered by the Company with
MERS,  the Company will be a member of MERS in good standing, and will comply in
all  material  respects with the rules and procedures of MERS in connection with
the  servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are
registered  with  MERS.

     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 an insurer acceptable under the Fannie Mae or
FHLMC  Guides, against loss by fire, hazards of extended coverage and such other
hazards  as  are  provided  for in the Fannie Mae or FHLMC Guide, as well as all
additional  requirements  set  forth in Section 4.10 of this Agreement. All such
standard  hazard  policies  are  in full force and effect and contain a standard
mortgagee  clause  naming the Company and its successors in interest and assigns
as  loss  payee  and such clause is still in effect and all premiums due thereon
have  been  paid.  If  required by the Flood Disaster Protection Act of 1973, as
amended,  the  Mortgage  Loan is covered by a flood insurance policy meeting the
requirements  of  the current guidelines of the Federal Insurance Administration
which  policy  conforms  to  Fannie  Mae  or  FHLMC requirements, as well as all
additional  requirements  set  forth  in  Section  4.10 of this Agreement.  Such
policy was issued by an insurer acceptable under Fannie Mae or FHLMC guidelines.
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)  Each  Mortgage  Loan complies with, and the Company has complied with,
applicable  local,  state  and  federal laws, regulations and other requirements
including,  without  limitation,  usury,  equal  credit opportunity, real estate
settlement procedures, the Federal Truth-In-Lending Act, disclosure laws and all
applicable  predatory  and  abusive  lending  laws  and  consummation  of  the
transactions  contemplated  hereby, including without limitation, the receipt of
interest  by  the owner of such Mortgage Loan, will not involve the violation of
any  such  laws,  rules  or  regulations.  None  of  the  Mortgage Loans are (a)
Mortgage  Loans  subject  to 12 CFR Part 226.31, 12 CFR Part 226.32 or 226.34 of
Regulation  Z,  the  regulation  implementing  TILA,  which  implements the Home
Ownership and Equity Protection Act of 1994, as amended, or (b) except as may be
provided in subparagraph (c) below, classified and/or defined, as a "high cost",
"threshold", "predatory" "high risk home loan" or "covered" loan (or a similarly
classified  loan  using  different  terminology  under a law imposing additional
legal  liability  for  mortgage  loans  having  high  interest rates, points and
or/fees)  under any other state, federal or local law including, but not limited
to,  the  States of Georgia, New York, North Carolina, Arkansas, Kentucky or New
Mexico,  or (c) Mortgage Loans subject to the New Jersey Home Ownership Security
Act  of  2002  (the  "Act"),  unless  such Mortgage Loan is a (1) "Home Loan" as
defined in the Act that is a first lien Mortgage Loan, which is not a "High Cost
Home  Loan"  as  defined in the Act or (2) "Covered Home Loan" as defined in the
Act  that is a first lien purchase money Mortgage Loan, which is not a High Cost
Home  Loan  under  the  Act.  In addition to and notwithstanding anything to the
contrary herein, no Mortgage Loan for which the Mortgaged Property is located in
New  Jersey  is  a  Home  Loan as defined in the Act that was made, arranged, or
assigned  by a person selling either a manufactured home or home improvements to
the  Mortgaged  Property  or was made by an originator to whom the Mortgagor was
referred by any such seller. Each Mortgage Loan is being (and has been) serviced
in accordance with Accepted Servicing Practices and applicable state and federal
laws,  including, without limitation, the Federal Truth-In-Lending Act and other
consumer protection laws, real estate settlement procedures, usury, equal credit
opportunity  and  disclosure  laws.  Company  shall  maintain in its possession,
available  for  the Purchaser's inspection, as appropriate, and shall deliver to
the  Purchaser or its designee upon demand, evidence of compliance with all such
requirements;

     (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 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  "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.  With
respect  to any temporary Buydown Mortgage Loan, the maximum CLTV is ninety-five
percent  (95%);  the  maximum  rate  discount is three percent (3%), the maximum
Buydown  Period is three (3) years; the maximum increase is one percent (1%) per
year; with respect to LTV that is 80.01% and above, the debt-to-income ratio and
payment  shock  are  calculated  at the second year Mortgage Interest Rate; with
respect  to  LTV  80.00%  and  below, debt-to-income ratio and payment shock are
calculated  at  the  first  year  Mortgage  Interest Rate.  With respect to each
Mortgage  Loan  that  is  a  Buydown Mortgage Loan, (i) on or before the date of
origination  of  such  Mortgage  Loan,  the  Company  and  the Mortgagor, or the
Company, the Mortgagor and the seller of the Mortgaged Property or a third party
entered into a Buydown Agreement. The Buydown Agreement provides that the seller
of  the  Mortgaged  Property  (or  third  party)  shall  deliver  to the Company
temporary  Buydown Funds in an amount equal to the aggregate undiscounted amount
of  payments  that, when added to the amount the Mortgagor on such Mortgage Loan
is obligated to pay on each Due Date in accordance with the terms of the Buydown
Agreement,  is  equal to the full scheduled Monthly Payment due on such Mortgage
Loan.  The  temporary  Buydown  Funds  enable  the  Mortgagor to qualify for the
Buydown Mortgage Loan. The effective interest rate of a Buydown Mortgage Loan if
less than the interest rate set forth in the related Mortgage Note will increase
within  the  Buydown Period as provided in the related Buydown Agreement so that
the  effective  interest rate will be equal to the interest rate as set forth in
the  related Mortgage Note. The Buydown Mortgage Loan satisfies the requirements
of  Fannie  Mae  guidelines;  (ii)  The  Mortgage  and Mortgage Note reflect the
permanent  payment terms rather than the payment terms of the Buydown Agreement.
The  Buydown  Agreement  provides  for  the payment by the Mortgagor of the full
amount  of  the  Monthly  Payment  on  any  Due  Date that the Buydown Funds are
available.  The  Buydown  Funds  were  not used to reduce the original principal
balance  of the Mortgage Loan or to increase the Appraised Value of the Mortgage
Property when calculating the Loan-to-Value Ratios for purposes of the Agreement
and,  if  the  Buydown  Funds  were provided by the Seller and if required under
Fannie  Mae  and  FHLMC  guidelines,  the  terms  of  the Buydown Agreement were
disclosed  to  the  appraiser of the Mortgaged Property; (iii) The Buydown Funds
may  not  be  refunded  to  the Mortgagor unless the Mortgagor makes a principal
payment for the outstanding balance of the Mortgage Loan; (iv) As of the date of
origination  of  the  Mortgage  Loan,  the  provisions  of  the  related Buydown
Agreement  complied  with  the  requirements  of  Fannie Mae and FHLMC regarding
buydown  agreements.

     (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)  Principal payments on the Mortgage Loan, other than the Interest Only
Mortgage  Loan,  shall  commence  (with respect to any newly originated Mortgage
Loans)  or  commenced  no  more  than  sixty (60) days after the proceeds of the
Mortgage  Loan were disbursed.  The Mortgage Loan bears interest at the Mortgage
Interest Rate.  With respect to each Mortgage Loan, the Mortgage Note is payable
on  the first day of each month in Monthly Payments, which, (A) in the case of a
fixed  rate  Mortgage  Loan,  are  sufficient  to  fully  amortize  the original
principal  balance  over  the  original  term thereof and to pay interest at the
related  Mortgage  Interest Rate, (B) in the case of an adjustable rate Mortgage
Loan, other than the Interest Only Mortgage Loan, are changed on each Adjustment
Date,  and  in any case, are sufficient to fully amortize the original principal
balance  over  the  original  term  thereof  and  to pay interest at the related
Mortgage  Interest  Rate  and  (C) in the case of a Balloon Loan, are based on a
fifteen  (15)  or  thirty  (30)  year amortization schedule, as set forth in the
related  Mortgage  Note,  and a final monthly payment substantially greater than
the  preceding  monthly  payment  which  is sufficient to amortize the remaining
principal  balance  of  the  Balloon  Loan  and  to  pay interest at the related
Mortgage  Interest Rate.  The Index for each Adjustable Rate Mortgage Loan is as
defined  in  the  related  Confirmation  and  the  Mortgage  Loan Schedule.  The
Mortgage  Note  does not permit negative amortization, unless otherwise noted on
the  related Mortgage Loan Schedule.  No Mortgage Loan is a convertible Mortgage
Loan;  (D)  in  the case of an Interest Only Mortgage Loan, the monthly payments
on  each  Interest Only Mortgage Loan during the related interest only period is
equal  to  the  product of the related  Mortgage Interest Rate and the principal
balance  of  such  Mortgage  Loan  on the first day of each month and after such
interest  only  period,  except with respect to Interest Only Mortgage Loan that
are  adjustable  rate  Mortgage  Loans,  such  Mortgage Loan is payable in equal
monthly  installments  of  principal  and  interest;

     (bb)  If  such  Mortgage  Loan  is  a  Co-op Loan, the security instruments
create  a  valid, enforceable and subsisting first priority security interest in
the  related  cooperative  shares securing the related cooperative note, subject
only  to  (x)  the  lien  of  the  related  cooperative  for  unpaid assessments
representing  the Mortgagor's pro rata share of payments for a blanket mortgage,
if  any, current and future real property taxes, insurance premiums, maintenance
fees  and other assessments to which like collateral is commonly subject and (y)
other  matters  to  which  like  collateral is commonly subject and which do not
materially  interfere with the benefits of the security intended to be provided;
provided,  however,  that  the  related  proprietary  lease  for  thecooperative
apartment  may be subordinated or otherwise subject to the lien of a mortgage on
the  cooperative  building;

     (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  specified  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  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  (if  applicable)  and interest, which installments are subject to
change  due  to the adjustments to the Mortgage Interest Rate on each Adjustment
Date,  with  interest  calculated  and payable in arrears.  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;  Company  has  no  knowledge  of any 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)     [Reserved];

     (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;

     (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;

     (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;

     (xx)  There  is no Mortgage Loan that was originated on or after October 1,
2002 and before March 7, 2003, which is secured by property located in the State
of  Georgia;

     (yy)  No  proceeds  from  any  Mortgage  Loan  were  used to finance single
premium  credit  insurance  policies;

     (zz)     [Reserved];

     (aaa)     The  methodology used in underwriting the extension of credit for
each  Mortgage  Loan  employs objective mathematical principles which relate the
borrower's  income,  assets  and  liabilities  to  the proposed payment and such
underwriting methodology does not rely on the extent of the borrower's equity in
the  collateral  as  the  principal  determining factor in approving such credit
extension.  Such  underwriting  methodology  confirmed  that  at  the  time  of
origination (application/approval) the borrower had a reasonable ability to make
timely  payments  on  the  Mortgage  Loan;

     (bbb)     With  respect  to  any  Mortgage  Loan  that contains a provision
permitting  imposition  of  a  premium  upon a prepayment prior to maturity: (i)
prior to the loan's origination, the borrower agreed to such premium in exchange
for  a  monetary  benefit, including but not limited to a rate or fee reduction,
(ii)  prior  to  the  loan's origination, the borrower was offered the option of
obtaining  a mortgage loan that did not require payment of such a premium, (iii)
the  prepayment  premium  is  disclosed  to  the  borrower in the loan documents
pursuant to applicable state and federal law, and (iv) notwithstanding any state
or  federal  law to the contrary, the  Servicer shall not impose such prepayment
premium  in  any instance when the mortgage debt is accelerated as the result of
the  borrower's  default  in  making  the  loan  payments;

     (ccc)     No borrower was required to purchase any credit life, disability,
accident  or  health insurance product as a condition of obtaining the extension
of  credit.  No  borrower  obtained  a  prepaid  single-premium  credit  life,
disability,  accident  or  health  insurance  policy  in  connection  with  the
origination  of  the Mortgage Loan; No proceeds from any Mortgage Loan were used
to  purchase single premium credit insurance policies as part of the origination
of,  or  as  a  condition  to  closing,  such  Mortgage  Loan;

     (ddd)     [Reserved],

     (eee)  Any Mortgage Loan with a Mortgaged Property in the State of Illinois
complies  with  the  Illinois  Interest  Act,  if  applicable;

     (fff)  With  respect  to any Mortgage Loan originated on or after August 1,
2004  and  underlying the security, neither the related Mortgage nor the related
Mortgage  Note  requires  the  borrower  to submit to arbitration to resolve any
dispute  arising out of or relating in any way to the mortgage loan transaction;

     (ggg) No Mortgage Loan is secured by Mortgaged Property in the Commonwealth
of  Massachusetts with a loan application date on or after November 7, 2004 that
refinances  a mortgage loan that is less than sixty (60) months old, unless such
Mortgage  Loan (1) is on an investment property, (ii) meets the requirements set
forth  in  the Code of Massachusetts Regulation ("CMR"), 209 CMR 53.04(1)(b), or
(iii)  meets  the  requirements  set  forth  in  the  209  CMR  53.04(1)(c);

     (hhh)  For any Mortgage Loan with the related Mortgaged Property located in
State  of Texas which is a second lien and the interest rate is in excess of 10%
and where terms of the Mortgage Note contain a provision for which the Mortgagor
may  be  entitled  to  prepaid  interest  upon  payoff,  no  Mortgagor  paid any
administrative  fees,  points,  or  loan  origination  fees which would actually
result  in  any  prepaid interest being due the Mortgagor under the terms of the
Mortgage  Note;

     (iii)   The  Company has complied with all applicable anti-money laundering
laws  and  regulations, including without limitation the USA Patriot Act of 2001
(collectively, the Anti-Money Laundering Laws").  The Company has established an
anti-money  laundering  compliance  program  as  required  by  the  Anti-Money
Laundering Laws and has conducted the requisite due diligence in connection with
the  origination  of  each  Mortgage  Loan  for  the  purposes of the Anti-Money
Laundering  Laws.  The  Company  further  represents  that  it  takes reasonable
efforts  to  determine  whether  any Mortgagor appears on any list of blocked or
prohibited  parties  designated  by  the  U.S.  Department  of  Treasury;  and

     (jjj)  If  the  Mortgage  Loan is secured by a long-term residential lease,
(1)  the  terms  of  such lease expressly permit the mortgaging of the leasehold
estate,  the  assignment  of  the  lease  without  the  lessor's consent (or the
lessor's  consent  has  been  obtained) and the acquisition by the holder of the
Mortgage  of  the rights of the lessee upon foreclosure or assignment in lieu of
foreclosure  or  provide  the  holder of the Mortgage with substantially similar
protection  (2) the terms of such lease do not (a) allow the termination thereof
upon  the  lessee's default without the holder of the Mortgage being entitled to
receive  written notice of, and opportunity to cure, such default, (b) allow the
termination  of  a  lease  in  the event of damage or destruction as long as the
Mortgage  is  in existence or (c) prohibit the holder of the Mortgage from being
insured under the hazard insurance policy relating to the Mortgaged Property (3)
the  original  term of such lease is not less than 15 years (4) the term of such
lease  does  not  terminate  earlier than 5 years after the maturity date of the
Note  and  (5)  the Mortgaged Property is located in a jurisdiction in which the
use  of  leasehold  estates  for  residential  properties  is  a widely-accepted
practice.

     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.

     If  pursuant to the foregoing provisions the Company repurchases a Mortgage
Loan  that  is  a MERS Mortgage Loan, the Company shall either (a) cause MERS to
execute and deliver an assignment of the Mortgage in recordable form to transfer
the  Mortgage  from  MERS  to  the  Company  and shall cause such Mortgage to be
removed  from  registration on the MERS(R) System in accordance with MERS' rules
and regulations or (b) cause MERS to designate on the MERS(R) System the Company
as  the  beneficial  holder  of  such  Mortgage  Loan.

     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
Company  as  provided  herein  constitute  the  sole  remedies  of  the  Company
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 term exceeds 12
months  in duration.   Any such agreement shall be approved by Purchaser and, if
required,  by  the  Primary  Mortgage Insurance Policy insurer, if required. Any
other  loss  mitigation or workout alternatives, such as short sales or deeds in
lieu  of  foreclosure, shall be subject to the approval of the Purchaser and the
Primary  Mortgage  Insurance  Policy  insurer  if  applicable.

     Notwithstanding anything in this Agreement to the contrary, if any Mortgage
Loan becomes subject to a Pass-Through Transfer, the Company (a) with respect to
such  Mortgage  Loan,  shall  not  permit  any modification with respect to such
Mortgage  Loan  that  would  change the Mortgage Interest Rate and (b) shall not
(unless  the  Mortgagor is in default with respect to such Mortgage Loan or such
default  is,  in  the  judgment  of the Company, reasonably foreseeable) make or
permit  any  modification, waiver or amendment of any term of such Mortgage Loan
that would both (i) effect an exchange or reissuance of such Mortgage Loan under
Section  1001  of  the Code (or Treasury regulations promulgated thereunder) and
(ii)  cause  any  REMIC  to  fail  to  qualify  as a REMIC under the Code or the
imposition  of any tax on "prohibited transactions" or "contributions" after the
startup  date  under  the  REMIC  Provisions.

     Prior  to taking any action with respect to the Mortgage Loans subject to a
Pass-Through  Transfer,  which  is  not  contemplated  under  the  terms of this
Agreement,  the  Company  will  obtain  an  Opinion of Counsel acceptable to the
trustee  in such Pass-Through Transfer with respect to whether such action could
result  in  the imposition of a tax upon any REMIC (including but not limited to
the  tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and  the  tax  on  contributions  to a REMIC set forth in Section 860G(d) of the
Code)(either  such  event,  an "Adverse REMIC Event"), and the Company shall not
take  any  such  actions  as  to which it has been advised that an Adverse REMIC
Event  could  occur.

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

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

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

     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.

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

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.

     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  4.01Loan  shall be
demanded  within  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.  Foreclosure or comparable
proceedings  shall  be initiated within one hundred twenty (120) 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.  In  the  event  any payment due under any Mortgage Loan is not paid
when  the  same  becomes due and payable, or in the event the Mortgagor fails to
perform  any  other  covenant  or  obligation  under  the Mortgage Loan and such
failure  continues  beyond any applicable grace period, the Company will proceed
diligently  to  collect  all  payments due and shall take such action, including
commencing  foreclosure, as it shall reasonably deem to be in the best interests
of  the  Purchaser  in  a  manner  consistent with Accepted Servicing Practices,
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 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 advances of the Company's funds made
pursuant  to  Section 5.03 and any unreimbursed Servicing Advances and Servicing
Fees  in  each  case  relating  to  the Mortgage Loan underlying such delinquent
Mortgage  Loan  notwithstanding  anything  to  the contrary set forth in Section
4.05.  In  the  event  of  any such termination, the provisions of Section 11.01
hereof  shall  apply  to  said  termination  and  the  transfer  of  servicing
responsibilities  with respect to such delinquent Mortgage Loan to the Purchaser
or  its  designee.

     In  the event that a Mortgage Loan becomes part of a REMIC, and becomes REO
Property, such property shall be disposed of by the Company, with the consent of
Purchaser  as required pursuant to this Agreement, before the close of the third
taxable year following the taxable year in which the Mortgage Loan became an REO
Property, unless the Company provides to the trustee under such REMIC an opinion
of counsel to the effect that the holding of such REO Property subsequent to the
close of the third taxable year following the taxable year in which the Mortgage
Loan  became  an  REO  Property,  will  not result in the imposition of taxes on
"prohibited  transactions"  as defined in Section 860F of the Code, or cause the
transaction  to  fail  to  qualify  as a REMIC at any time that certificates are
outstanding.  Company  shall manage, conserve, protect and operate each such REO
Property  for  the  certificateholders  solely  for  the  purpose  of its prompt
disposition  and  sale in a manner which does not cause such property to fail to
qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of
the  Code,  or  any  "net  income from foreclosure property" which is subject to
taxation  under  the  REMIC  provisions of the Code.  Pursuant to its efforts to
sell such property, the Company shall either itself or through an agent selected
by Company, protect and conserve such property in the same manner and to such an
extent  as  is  customary  in  the  locality  where  such  property  is located.
Additionally, Company shall perform the tax withholding and reporting related to
Sections  1445  and  6050J  of  the  Code.

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

     The  Company  shall  segregate  and  hold  all funds collected and received
pursuant  to each Mortgage Loan separate and apart from any of its own funds and
general  assets and shall establish and maintain one or more Custodial Accounts.
The  Custodial  Account  shall  be  an  Eligible Account. Funds deposited in the
Custodial Account, which shall be deposited within 24 hours of receipt, 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 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;  and

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

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

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

     Section  4.12     Fidelity  Bond,  Errors  and  Omissions  Insurance.
                       --------------------------------------------------

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

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

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

     The  Company  shall  notify the Purchaser in accordance with the Fannie Mae
Guides  of  each  acquisition of REO Property upon such acquisition (and, in any
event,  shall  provide notice of the consummation of any foreclosure sale within
three  (3)  Business  Days  of  the  date  Company  receives  notice  of  such
consummation),  together  with a copy of the drive by appraisal or brokers price
opinion  of the Mortgaged Property obtained in connection with such acquisition,
and  thereafter  assume  the  responsibility  for marketing such REO property in
accordance  with  Accepted  Servicing  Practices.  Thereafter, the Company shall
continue to provide certain administrative services to the Purchaser relating to
such  REO  Property as set forth in this Section 4.13. The Company shall, either
itself  or  through an agent selected by the Company, and in accordance with the
Fannie Mae Guides manage, conserve, protect and operate each REO Property in the
same  manner  that it manages, conserves, protects and operates other foreclosed
property  for  its  own account, and in the same manner that similar property in
the  same locality as the REO Property is managed.  The Company shall cause each
REO  Property to be inspected promptly upon the acquisition of title thereto and
shall  cause  each  REO  Property to be inspected at least monthly thereafter or
more  frequently  as  required  by the circumstances.  The Company shall make or
cause  to  be made a written report of each such inspection.  Such reports shall
be  retained  in  the Mortgage File and copies thereof shall be forwarded by the
Company  to  the  Purchaser  upon  request.

     The  Company  shall  use its best efforts to dispose of the REO Property as
soon  as  possible and shall sell such REO Property in any event within one year
after  title has been taken to such REO Property, unless the Company determines,
and  gives  an appropriate notice to the Purchaser to such effect, that a longer
period  is  necessary  for  the  orderly liquidation of such REO Property.  If a
longer period than one (1) year is permitted under the foregoing sentence and is
necessary  to  sell  any  REO  Property, the Company shall report monthly to the
Purchaser  as  to  the progress being made in selling such REO Property.  No REO
Property  shall be marketed for less than the Appraised Value, without the prior
consent  of  Purchaser.  No REO Property shall be sold for less than ninety five
percent  (95%)  of  its Appraised Value, without the prior consent of Purchaser.
All requests for reimbursement of Servicing Advances shall be in accordance with
the  Fannie Mae Guides.  The disposition of REO Property shall be carried out by
the  Company  at  such price, and upon such terms and conditions, as the Company
deems  to  be  in  the  best  interests  of  the Purchaser (subject to the above
conditions)  only  with  the  prior  written  consent  of  the  Purchaser.

     Notwithstanding  anything  to  the contrary contained herein, the Purchaser
may,  at  the  Purchaser's sole option, terminate the Company as servicer of any
such  REO  Property without payment of any termination fee with respect thereto,
provided  that  the  Company  shall on the date said termination takes effect be
reimbursed for any unreimbursed advances of the Company's funds made pursuant to
Section  5.03 and any unreimbursed Servicing Advances and Servicing Fees in each
case  relating to the Mortgage Loan underlying such REO Property notwithstanding
anything  to  the  contrary set forth in Section 4.05.  In the event of any such
termination,  the  provisions  of  Section  11.01  hereof  shall  apply  to said
termination  and the transfer of servicing responsibilities with respect to such
REO Property to the Purchaser or its designee.  Within five Business Days of any
such  termination,  the  Company shall, if necessary convey such property to the
Purchaser and shall further provide the Purchaser with the following information
regarding  the  subject  REO Property: the related drive by appraisal or brokers
price  opinion,  and  copies of any related Mortgage Impairment Insurance Policy
claims.  In  addition,  within five Business Days, the Company shall provide the
Purchaser with the following information regarding the subject REO Property: the
related  trustee's  deed  upon  sale  and copies of any related hazard insurance
claims,  or  repair  bids.

     Section  4.14     Notification  of  Maturity  Date.
                       --------------------------------

      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.


(page)
                                    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 paper or 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.

     The  Company's  obligation to make such Monthly Advances as to any Mortgage
Loan  will continue through the last Monthly Payment due prior to the payment in
full  of  the Mortgage Loan, or through the Remittance Date prior to the date on
which  the Mortgaged Property liquidates (including Insurance Proceeds, proceeds
from  the  sale  of  REO  Property or Condemnation Proceeds) with respect to the
Mortgage  Loan  unless  the Company deems such advance to be nonrecoverable.  In
such  event, the Company shall deliver to the Purchaser an Officer's Certificate
of  the  Company  to  the effect that an officer of the Company has reviewed the
related  Mortgage  File  and  has  made  the  reasonable  determination that any
additional  advances  are  nonrecoverable.

     Section  5.04     Liquidation  Reports.
                       --------------------

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

     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 February 28th of
each  year,  beginning  March  15,  2006,  an  executed  Officers'  Certificate
acceptable  to  the  Purchaser 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.  Such Officers' Certificate shall
contain  no  restrictions  or  limitations on its use.  Copies of such statement
shall  be  provided  by  the  Company  to  the  Purchaser  upon  request.

     If  the  Company  cannot deliver the related Officers' Certificate by March
15th  of  such year, the Purchaser, at its sole option, may permit a cure period
for  the  Company  to  deliver such Officers' Certificate, but in no event later
than  March  22nd  of  such  year.

     Failure  of  the  Company  to timely comply with this Section 6.05 shall be
deemed  an  Event of Default, automatically, without notice and without any cure
period, and Purchaser 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, as
provided  in  Section  9.01.  Such  termination  shall  be considered with cause
pursuant to Section 10.01 of this Agreement.  This paragraph shall supercede any
other  provision  in  this  Agreement  or  any  other agreement to the contrary.

     Section 6.05     Annual Independent Certified Public Accountants' Servicing
                      ----------------------------------------------------------
Report.
------

     The  Company,  at  its  expense and not later than March 15th of each year,
beginning  March  15, 2006, 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 acceptable 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.  Such  statement  shall contain no restrictions or limitations on its
use.  Copies  of  such  statement  shall  be  provided  by  the  Company  to the
Purchaser.  In  addition,  on  an  annual basis, Company shall provide Purchaser
with  copies  of  its  audited  financial  statements.

     Failure  of  the  Company  to timely comply with this Section 6.05 shall be
deemed  an  Event of Default, automatically, without notice and without any cure
period, and Purchaser 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, as
provided  in  Section  9.01.  Such  termination  shall  be considered with cause
pursuant to Section 10.01 of this Agreement.  This paragraph shall supercede any
other  provision  in  this  Agreement  or  any  other agreement to the contrary.

     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  federal  government,  FDIC,  OTS,  or  any  other similar
regulations.


(page)
                                   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  related  to  the  breach  of a
representation  or warranty set forth in Sections 3.01 or 3.02 of this Agreement
or in any way related to the alleged breach of any representation or warranty in
Sections  3.01  or  3.02  of  this  Agreement  related  to  compliance  with all
applicable  laws.  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 gross 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, but if
the purchaser of the Company's assetshas the qualifications set forth in Section
8.02,  then  the  Purchaser  will  not  unreasonably  withhold  consent.

     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.


(page)
                                    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.  Termination of the
Agreement  pursuant  to Section 10.01 (iii) shall void Purchaser's obligation to
purchase  Mortgage  Loans  for  which  Purchaser  has  issued  a  Confirmation,
commitment  confirmation  or  a  substantially  similar  commitment  to purchase
Mortgage  Loans.

     Section  10.02     Termination  Without  Cause.
                        ---------------------------

     The Purchaser may, at its sole option, terminate any rights the Company may
have  hereunder,  without  cause, upon no less than 90 days written notice.  Any
such  notice  of termination shall be in writing and delivered to the Company as
provided  in  Section 11.05 of this Agreement.  In the event that the Company is
terminated  pursuant  to  this  Section 10.02 without cause, the Purchaser shall
solicit,  by  public  announcement,  bids  from  three  organizations reasonably
acceptable  to  the  Purchaser  for  the  purchase  of  the servicing functions.
Following  receipt  of  such  bids, the Purchaser shall either (a) negotiate and
effect  the  transfer,  sale  and  assignment  of  the  Agreement  to  the party
submitting  the  highest satisfactory bid, which purchase price shall be paid to
the  Company  upon  transfer  of the servicing rights and obligations under this
Agreement  to  the  Company's successor, or (b) pay to the Company a termination
fee  equal  to  the amount of the party submitting the highest satisfactory bid.
Notwithstanding  anything herein to the contrary, the Purchaser shall deduct all
costs and expenses of any public announcement and any other expenses relating to
the  sale,  transfer  and  assignment  of this Agreement from the sum payable to
Company  pursuant  to  the  previous  sentence.

     Section  10.03     Survival.
                        ---------

     Termination  of  this  Agreement under Section 10.01 or Section 10.02 shall
not  affect  any  of  the  Company's  obligations  regarding  repurchase,
indemnification  or  otherwise,  all of which shall survive such termination and
remain  in  full  force  and  effect.

                                   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:

          Michael  T.  Stilb  /  Senior  Vice  President
          2929  Walden  Avenue
          Depew,  New  York  14043

     (ii) if  to  the  Purchaser:

          EMC  Mortgage  Corporation
          Mac  Arthur  Ridge  II,
          909  Hidden  Ridge  Drive,  Suite  200
          Irving,  Texas  75038
          Attention:  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
          Telecopier  No.:  (212)  272-5591

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.

     The  Company  agrees  that the Company (i) shall comply with any applicable
laws  and regulations regarding the privacy and security of Consumer Information
including,  but  not limited to the Gramm-Leach-Bliley Act, Title V, Subtitle A,
15  U.S.C.  Sec.  6801  et  seq., (ii) shall not use Consumer Information in any
manner  inconsistent  with  any  applicable  laws  and regulations regarding the
privacy  and security of Consumer Information, (iii) shall not disclose Consumer
Information  to  third  parties  except at the specific written direction of the
Purchaser,  (iv)  shall maintain adequate physical, technical and administrative
safeguards  to protect Consumer Information from unauthorized access as provided
by  the  applicable  laws  and regulations, and (v) shall immediately notify the
Purchaser  of  any actual or suspected breach of the confidentiality of Consumer
Information  that  would  have  a  material and adverse effect on the Purchaser.

     The  Company  agrees  that the Company shall indemnify, defend and hold the
Purchaser  harmless  from and against any loss, claim or liability the Purchaser
may  suffer  by  reason  of the Company's failure to perform the obligations set
forth  in  this  Section  11.10.

     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     Signature  Pages/Counterparts;  Successors  and Assigns.
                        -------------------------------------------------------

     This Agreement and/or any Term Sheet shall be executed by each party (i) in
one  or  more  fully  executed  copies,  each  of which shall constitute a fully
executed  original  Agreement,  and/or  (ii)  in counterparts having one or more
original  signatures,  and  all  such  counterparts  containing  the  original
signatures  of all of the parties hereto taken together shall constitute a fully
executed  original  Agreement  or  Term  Sheet,  as  applicable, and/or (iii) by
delivery  of  one  or  more original signed signature pages to the other parties
hereto  (x) by mail or courier, and/or (y) by electronic transmission, including
without  limitation  by  telecopier,  facsimile  or  email  of  a  scanned image
("Electronic  Transmission"), each of which as received shall constitute for all
purposes  an  executed original signature page of such party.  The Purchaser may
deliver  a  copy  of  this  Agreement  and/or  any Term Sheet, fully executed as
provided  herein,  to  each  other  party  hereto  by mail and/or courier and/or
Electronic  Transmission, and such copy as so delivered shall constitute a fully
executed  original Agreement or Term Sheet, as applicable, superseding any prior
form  of  the  Agreement or Term Sheet, as applicable, that differs therefrom in
any  respect.  This  Agreement shall inure to the benefit of and be binding upon
the  Company  and  the  Purchaser  and  their  respective successor 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, the Purchaser may
effect  a  sale  (each, a "Reconstitution") of some or all of the Mortgage Loans
then  subject  to  this  Agreement,  without  recourse,  to:

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

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

     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.
Notwithstanding  anything  to  the  contrary  in this Section 11.18, the Company
agrees  that  it  is  required to perform the obligations described in Exhibit K
hereto.

     With  respect  to  each  Whole Loan Transfer and each Pass-Through Transfer
entered  into  by  the Purchaser, the Company agrees (1) to cooperate fully with
the  Purchaser  and  any  prospective  purchaser  with respect to all reasonable
requests  and  due diligence procedures; (2) to execute, deliver and perform all
Reconstitution  Agreements  required  by  the  Purchaser;  (3)  to  restate  the
representations  and warranties set forth in this Agreement as of the settlement
or  closing date in connection with such Reconstitution (each, a "Reconstitution
Date").  In  that  connection,  the  Company  shall  provide to such servicer or
issuer,  as  the case may be, and any other participants in such Reconstitution:
(i)  any  and  all  information  (including servicing portfolio information) and
appropriate  verification  of  information  (including  servicing  portfolio
information)  which  may be reasonably available to the Company, whether through
letters  of  its auditors and counsel or otherwise, as the Purchaser or any such
other participant shall request upon reasonable demand; and (ii) such additional
representations,  warranties,  covenants,  opinions  of  counsel,  letters  from
auditors, and certificates of public officials or officers of the Company as are
reasonably  agreed  upon  by  the  Company  and  the Purchaser or any such other
participant.  In  connection with each Pass-Through Transfer, the Company agrees
to  provide  reasonable  and  customary indemnification to the Purchaser and its
affilates  for  disclosure  contained  in  any offering document relating to the
Company  or  its affilates, the Mortgage Loans and the underwriting standards of
the Mortgage Loans. The Purchaser shall be responsible for the costs relating to
the  delivery  of  such  information.

     All  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.


(page)
     IN  WITNESS  WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of
the  day  and  year  first  above  written.

                                   EMC  MORTGAGE  CORPORATION
                                          Purchaser

                                     By:
                                        --------------------------
                                     Name:
                                     Title:


                                   HSBC  MORTGAGE  CORPORATION  (USA)
                                          Company

                                     By:
                                        --------------------------
                                     Name:
                                     Title:


(page)
                                    EXHIBIT A
                                    ---------
                            CONTENTS OF MORTGAGE FILE

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

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

     2.     Except  as  provided  below and for each Mortgage Loan that is not a
MERS  Mortgage  Loan, the original Mortgage (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.  With
respect  to  each MERS Mortgage Loan, the original Mortgage, noting the presence
of  the  MIN  of  the  Mortgage  Loans  and  either language indicating that the
Mortgage  Loan  is  a  MOM  Loan  or  if the Mortgage Loan was not a MOM Loan at
origination,  the  original  Mortgage  and  the assignment thereof to MERS, with
evidence  of recording indicated thereon, or a copy of the Mortgage certified by
the  public  recording  office  in  which  such  Mortgage  has  been  recorded.

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

     4.     In  the case of each Mortgage Loan that is not a MERS Mortgage Loan,
the  original  Assignment, 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.     In  the case of each Mortgage Loan that is not a MERS Mortgage Loan,
originals  of all recorded intervening Assignments, or copies thereof, certified
by  the  public  recording  office  in which such Assignments have been recorded
showing  a  complete  chain  of  title  from the originator to the Company, with
evidence  of  recording  thereon,  or  a  copy  thereof  certified by the public
recording  office in which such Assignment has been recorded or, if the original
Assignment  has not been returned from the applicable public recording office, a
true  certified  copy,  certified  by  the  Company.

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

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

     9.     reserved.

     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.

     (B)     With  respect  to each Co-op Loan, as applicable and as required by
the  applicable  laws of the state in which the related Cooperative apartment is
located,  copies of:  (A) the proprietary lease, (B) the security agreement, (C)
the  assignment  of  the  proprietary  lease,  with  all intervening assignments
showing  a complete chain of title and an assignment thereof by such Seller, (D)
the  original  stock  certificate  evidencing  the  ownership of the Cooperative
apartment  endorsed  or  accompanied  by  a  stock  power relating to such stock
certificate  executed  in blank, (E) a recognition agreement in form approved by
Seller's underwriting guidelines, in substantially the same form as the standard
"AZTECH"  form,  (F)  copies  of the financing statement filed by the applicable
Company  as  secured  party  and, if applicable, a filed UCC-3 assignment of the
subject  security  interest  showing a complete chain of title, together with an
executed  UCC-3  Assignment  of  such security interest by the Company in a form
sufficient  for  filing,  and  (G) such other documents as are necessary for the
perfection  of  a  lien against the related Co-op Loan ownership interests under
applicable  law.


(page)
                                    EXHIBIT B
                                    ---------

                       CUSTODIAL ACCOUNT LETTER AGREEMENT

                              ______________, 2002

To:  [_______________________]
     (the  "Depository")

     As  "Company" under the Purchase, Warranties and Servicing Agreement, dated
as  of  May  1, 2001 Adjustable Rate Mortgage Loans (the "Agreement"), we hereby
authorize  and  request  you  to  establish  an  account, as a Custodial Account
pursuant  to  Section  4.04  of  the  Agreement,  to  be  designated  as
"[______________________________________],  in  trust for the [Purchaser], Owner
of  Adjustable  Rate  Mortgage  Loans".  All  deposits  in  the account shall be
subject  to withdrawal therefrom by order signed by the Company.  This letter is
submitted  to  you  in duplicate.  Please execute and return one original to us.

                                         [__________________________]

                                   By:
                                      ----------------------------

                                   Name:
                                        --------------------------

                                   Title:
                                         -------------------------



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

                                   HSBC  MORTGAGE  CORPORATION  (USA)


                                   By:
                                      ----------------------------

                                   Name:
                                        --------------------------

                                   Title:
                                         -------------------------


(page)
                                    EXHIBIT C
                                    ---------

                         ESCROW ACCOUNT LETTER AGREEMENT
                               _____________, 2002

To:  [_______________________]
     (the  "Depository")

     As  "Company"  under the Purchase Warranties and Servicing Agreement, dated
as  of  May  1, 2001 Adjustable Rate Mortgage Loans (the "Agreement"), we hereby
authorize and request you to establish an account, as an Escrow Account pursuant
to  Section  4.06  of  the  Agreement,  to  be  designated  as
"[__________________________], in trust for the [Purchaser], Owner of Adjustable
Rate Mortgage Loans, and various Mortgagors."  All deposits in the account shall
be  subject to withdrawal therefrom by order signed by the Company.  This letter
is submitted to you in duplicate.  Please execute and return one original to us.

                                   HSBC  MORTGAGE  CORPORATION  (USA)

                                   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:
                                         -------------------------


(page)
                                    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  HSBC  Mortgage
Corporation  (USA)  (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 May 1, 2002, between Assignor
and  Company  (the  "Purchase  Agreement") shall be subject to the terms of this
PAAR  Agreement.  Capitalized  terms  used herein but not defined shall have the
meanings  ascribed  to  them  in  the  Purchase  Agreement.

                       PURCHASE, ASSIGNMENT AND ASSUMPTION

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

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

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

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

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

     (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  occurred  from  the Closing Date to the date hereof
which would render the representations and warranties as to the related Assigned
Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to
be  untrue  in  any  material  respect.

                             RECOGNITION OF ASSIGNEE

     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:
          HSBC  MORTGAGE  CORPORATION  (USA)
          Lori  Miller  /  Senior  Vice  President
          2929  Walden  Avenue
          Depew,  New  York  14043

          With  a  copy  to:

     (b)  In  the  case  of  Assignor:
          [Name  and  address]

     (c)  In  the  case  of  Assignee:
          EMC  Mortgage  Corporation
          Mac  Arthur  Ridge  II
          909  Hidden  Ridge  Drive,  Suite  200
          Irving,  Texas  75038
          Attention:  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:  ___________
          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"]

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

                                   EMC  MORTGAGE  CORPORATION
                                   Assignor

                                   By:
                                      ----------------------------
                                   Name:
                                        --------------------------
                                   Title:
                                         -------------------------


                                   -------------------------------
                                   Assignee

                                   By:
                                      ----------------------------
                                   Name:
                                        --------------------------
                                   Title:
                                         -------------------------


                                   HSBC  MORTGAGE  CORPORATION  (USA)
                                   Company

                                   By:
                                      ----------------------------
                                   Name:
                                        --------------------------
                                   Title:
                                         -------------------------


(page)
                                  ATTACHMENT 1

                             ASSIGNED LOAN SCHEDULE
                             ----------------------


(page)
                                  ATTACHMENT 2

                  PURCHASE, WARRANTIES AND SERVICING AGREEMENT
                  --------------------------------------------


(page)
                                    EXHIBIT E
                                    ---------

                              FORM OF TRIAL BALANCE


(page)
                                    EXHIBIT G
                                    ---------

                  REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

RE:     Mortgage  Loan  #
                         -----------------------------------
BORROWER:
         ---------------------------------------------------------
PROPERTY:
         ---------------------------------------------------------


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

(Check  one  of  the  items  below)

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

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

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

_____     Other  (explain)


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

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

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

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

Dated:
      -----------------

By:
   --------------------------------
   Signature

   --------------------------------
     Title

Send  documents  to:
                     -------------------------------------------------

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

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

Acknowledgement:

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


Dated:
      -----------------

By:
   --------------------------------
   Signature

   --------------------------------
     Title


(page)
                                    EXHIBIT H
                                    ---------

                        COMPANY'S UNDERWRITING GUIDELINES


(page)
                                    EXHIBIT I
                                    ---------

                                   TERM SHEET

     This  TERM  SHEET  (the  "Term  Sheet")  dated  _____________, between HSBC
Mortgage  Corporation  (USA),  a  Delaware  corporation,  located at 2929 Walden
Avenue,  Depew,  New  York 14043 (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 May 1, 2002, between the Company and the Purchaser, the
provisions  of  which are incorporated herein as if set forth in full herein, as
such terms and conditions may be modified or supplemented hereby.  All initially
capitalized  terms  used herein unless otherwise defined shall have the meanings
ascribed  thereto  in  the  Agreement.

     The  Purchaser  hereby  purchases  from  the Company and the Company hereby
sells to the Purchaser, all of the Company's right, title and interest in and to
the  Mortgage  Loans  described  on the Mortgage Loan Schedule annexed hereto as
Schedule  I,  pursuant  to  and  in accordance with the terms and conditions set
-----------
forth  in  the  Agreement,  as  same  may  be  supplemented  or modified hereby.
Hereinafter, the Company shall service the Mortgage Loans for the benefit of the
Purchaser  and  all subsequent transferees of the Mortgage Loans pursuant to and
in  accordance  with  the  terms  and  conditions  set  forth  in the Agreement.

1.     Definitions
       -----------

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

Aggregate  Principal  Balance
(as  of  the  Cut-Off  Date):
-----------------------------

Closing  Date:
--------------

Custodian:
----------

Cut-off  Date:
--------------

Initial  Weighted  Average
Mortgage  Loan  Remittance  Rate:
---------------------------------

Purchase  Price  Percentage:
----------------------------

Servicing  Fee  Rate:
---------------------

     Except  as  modified  herein, Section 8.01 of the Agreement shall remain in
full  force  and  effect  as  of  the  date  hereof.


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


                                   HSBC  MORTGAGE  CORPORATION  (USA)

                                   By:
                                      ----------------------------
                                   Name:
                                        --------------------------
                                   Title:
                                         -------------------------


                                   EMC  MORTGAGE  CORPORATION


                                   By:
                                      ----------------------------
                                   Name:
                                        --------------------------
                                   Title:
                                         -------------------------


(page)
                                   SCHEDULE I
                                   ----------

                             MORTGAGE LOAN SCHEDULE


(page)
                                    EXHIBIT J

                                   [RESERVED]


(page)
                                    EXHIBIT K
                                    ---------

                         COMPANY'S OBLIGATIONS IN CONNECTION
                              WITH A RECONSTITUTION

-    The Company shall (i) possess the ability to service into a securitization;
     (ii) service on a "Scheduled/Scheduled" reporting basis (advancing through
     the liquidation of an REO Property), (iii) make compensating interest
     payments on payoffs and curtailments and (iv) remit and report to a master
     servicer in format acceptable to such master servicer by the 18th calendar
     day of each month, unless otherwise provided in the securitization
     documents.

-    The Company shall provide an acceptable annual certification (officer's
     certificate) to the master servicer (as required by the Sarbanes-Oxley Act
     of 2002) as well as any other annual certifications required under the
     securitization documents (i.e. the annual statement as to compliance/annual
     independent certified public accountants' servicing report due by March 15
     of each year).

-    The Company shall allow for the Purchaser, the master servicer or their
     designee to perform a review of audited financials and net worth of the
     Company.

-    The Company shall provide a Uniform Single Attestation Program certificate
     and Management Assertion as requested by the master servicer or the
     Purchaser.

-    The Company shall provide information on each Custodial Account as
     requested by the master servicer or the Purchaser, and each Custodial
     Accounts shall comply with the requirements for such accounts as set forth
     in the securitization documents.

-    The Company shall maintain its servicing system in accordance with the
     requirements of the master servicer.





                                                                       EXECUTION

                                AMENDMENT REG AB
               TO THE SELLER'S WARRANTIES AND SERVICING AGREEMENT

          This  is  Amendment  Reg  AB  (the  "Amendment  Reg  AB"), dated as of
                                               ------------------
November 7, 2005, by and between EMC Mortgage Corporation (the "Purchaser"), and
                                                                ---------
HSBC  Mortgage  Corporation  (USA)  (the "Company") to that certain  Amended and
                                          -------
Restated  Purchase, Warranties and Servicing Agreement, dated as of September 1,
2005  by  and  between  the  Company and the Purchaser, (as amended, modified or
supplemented,  the  "Existing  Agreement").
                     -------------------

                                   WITNESSETH

          WHEREAS,  the  Company  and  the Purchaser have agreed, subject to the
terms  and  conditions  of  this Amendment Reg AB that the Existing Agreement be
amended  to  reflect  certain agreed upon revisions to the terms of the Existing
Agreement.

          Accordingly,  the  Company  and  the  Purchaser  hereby  agree,  in
consideration  of  the  mutual premises and mutual obligations set forth herein,
that  the  Existing  Agreement  is  hereby  amended  as  follows:

1.   Capitalized  terms  used  herein  but  not otherwise defined shall have the
     meanings  set  forth  in  the Existing Agreement. The Existing Agreement is
     hereby  amended  by  adding  the  following  definitions  in  their  proper
     alphabetical  order:

          Commission:  The  United  States  Securities  and Exchange Commission.
          -----------

          Company  Information:  As  defined  in  Section  2(g)(i)(A)(1).
          --------------------

          Depositor:  With respect to any Securitization Transaction, the Person
          ---------
          identified  in  writing  to  the  Company  by  the  Purchaser  as
          depositor  for  such  Securitization  Transaction.

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

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

          Qualified  Correspondent:  Any Person from which the Company purchased
          ------------------------
          Mortgage  Loans,  provided  that  the  following  conditions  are
          satisfied:  (i)  such  Mortgage  Loans  were originated pursuant to an
          agreement  between  the Company and such Person that contemplated that
          such  Person  would  underwrite  mortgage loans from time to time, for
          sale  to  the  Company,  in  accordance  with  underwriting guidelines
          designated by the Company ("Designated Guidelines") or guidelines that
          do  not  vary  materially  from  such Designated Guidelines: (ii) such
          Mortgage  Loans  were  in fact underwritten as described in clause (i)
          above  and  were  acquired  by  the  Company  within  180  days  after
          origination  (except  that  1%  of  the  Mortgage  Loans  in  any
          securitization  may  be  within  240  days);  (iii)  either  (x)  the
          Designated  Guidelines  were,  at  the  time  such Mortgage Loans were
          originated,  used  by the Company in the origination of mortgage loans
          of  the  same type as the Mortgage Loans for the Company's own account
          or (y) the Designated Guidelines were, at the time such Mortgage Loans
          were underwritten, designated by the Company on a consistent basis for
          use  by  lenders  in originating mortgage loans to be purchased by the
          Company;  and  (iv)  the  Company  employed, at the time such Mortgage
          Loans  were  acquired  by  the  Company  pre-purchase or post-purchase
          quality  assurance  procedures (which may involve, among other things,
          review  of  a  sample  of mortgage loans purchased during a particular
          time  period  or  through particular channels) designed to ensure that
          Persons  from  which  it purchased mortgage loans properly applied the
          underwriting  criteria  designated  by  the  Company.

          Reconstitution:  Any  Securitization  Transaction  or  Whole  Loan
          --------------
          Transfer.

          Reconstitution  Agreement:  An agreement or agreements entered into by
          -------------------------
          the  Company  and  the  Purchaser  and/or  certain  third  parties  in
          connection  with  a  Reconstitution  with respect to any or all of the
          Mortgage  Loans.

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

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

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

          Servicer:  As  defined  in  Section  2(f)(iii).
          --------

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

          Static  Pool  Information:  Information  set forth in Item 1105(a) and
          --------------------------
          1105(c)  of  Regulation  AB.

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

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

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

          Whole  Loan  Transfer:  Any  sale  or  transfer  of some or all of the
          ---------------------
          Mortgage  Loans,  other  than  a  Securitization  Transaction.

2.   The Purchaser  and  the Company agree that the Existing Agreement is hereby
     amended  by  adding  the  following  provisions  as  an  addendum:

     (a)  (i) The  Company  hereby  represents  to  the Purchaser, to any Master
          Servicer  and to any Depositor, as of the date on which information is
          first  provided to the Purchaser, any Master Servicer or any Depositor
          under  Section  2(f)  that,  except  as  disclosed  in  writing to the
          Purchaser,  such Master Servicer or such Depositor prior to such date:
          (i)  the  Company  is  not  aware and has not received notice that any
          default,  early amortization or other performance triggering event has
          occurred  as  to any other securitization due to any act or failure to
          act  of  the  Company;  (ii)  the  Company  has not been terminated as
          servicer  in a residential mortgage loan securitization, either due to
          a  servicing default or to application of a servicing performance test
          or  trigger;  (iii)  no  material  noncompliance  with  the applicable
          servicing  criteria  with  respect  to  other  securitizations  of
          residential  mortgage loans involving the Company as servicer has been
          disclosed  or reported by the Company; (iv) no material changes to the
          Company's  policies  or  procedures  with  respect  to  the  servicing
          function  it  will perform under this Agreement and any Reconstitution
          Agreement  for  mortgage loans of a type similar to the Mortgage Loans
          have  occurred  during the three-year period immediately preceding the
          related  Securitization  Transaction;  (v) there are no aspects of the
          Company's  financial  condition  that  could  have  a material adverse
          effect  on the performance by the Company of its servicing obligations
          under  this  Agreement or any Reconstitution Agreement; (vi) there are
          no  material legal or governmental proceedings pending (or known to be
          contemplated)  against the Company, any Subservicer or any Third-Party
          Originator  of  a  type  identified in Item 1117 of Regulation AB; and
          (vii)  there  are  no  affiliations,  relationships  or  transactions
          relating to the Company, any Subservicer or any Third-Party Originator
          with  respect  to any Securitization Transaction and any party thereto
          identified  by  the related Depositor of a type described in Item 1119
          of  Regulation  AB.

          (ii)  If  so  requested  by  the Purchaser, any Master Servicer or any
          Depositor on any date following the date on which information is first
          provided  to the Purchaser, any Master Servicer or any Depositor under
          Section  2(f),  the Company shall within five Business Days, following
          such  request,  to  confirm  in  writing  the  accuracy  of  the
          representations  and  warranties  set  forth  in paragraph (i) of this
          Section or, if any such representation and warranty is not accurate as
          of the date of such request, provide reasonably adequate disclosure of
          the  pertinent  facts,  in  writing,  to  the  requesting  party.

     (b)  The Company  shall  use  its  reasonable  best  efforts  on  or before
          March  1,  but in no event later than March 15, of each calendar year,
          commencing  in  2007, to deliver to the Purchaser, any Master Servicer
          and  any  Depositor  a  statement  of  compliance  addressed  to  the
          Purchaser,  and  Master  Servicer  and such Depositor and signed by an
          authorized  officer of the Company, to the effect that (i) a review of
          the  Company's  activities  during  the immediately preceding calendar
          year (or applicable portion thereof) and of its performance under this
          Agreement  and  any  applicable  Reconstitution  Agreement during such
          period has been made under such officer's supervision, and (ii) to the
          best  of  such  officers' knowledge, based on such review, the Company
          has  fulfilled  all  of  its  obligations under this Agreement and any
          applicable  Reconstitution  Agreement  in  all  material  respects
          throughout  such  calendar year (or applicable portion thereof) or, if
          there  has  been  a  failure  to  fulfill  any  such obligation in any
          material  respect, specifically identifying each such failure known to
          such  officer  and  the  nature  and  the  status  thereof.

     (c)  (i) The  Company  shall  use  its  reasonable  best  efforts  on  or
          before  March 1, but in no event later than March 15, of each calendar
          year,  commencing  in  2007  to:

                    (A) Deliver to the Purchaser, any Master Servicer and any
               Depositor a report (in form and substance reasonably satisfactory
               to the Purchaser, such Master Servicer and such Depositor)
               regarding the Company's assessment of compliance with the
               Servicing Criteria during the immediately preceding calendar
               year, as required under Rules 13a-18 and 15d-18 of the Exchange
               Act and Item 1122 of Regulation AB. Such report shall be
               addressed to the Purchaser and such Depositor and signed by an
               authorized officer of the Company, and shall address each of the
               Servicing Criteria specified on a certification substantially in
               the form of Exhibit B hereto delivered to the Purchaser at the
               time of any Securitization Transaction;

                    (B) deliver to the Purchaser, any Master Servicer and any
               Depositor a report of a registered public accounting firm
               reasonably acceptable to the Purchaser, such Master Servicer and
               such Depositor that attests to, and reports on, the assessment of
               compliance made by the Company and delivered pursuant to the
               preceding paragraph. Such attestation shall be in accordance with
               Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
               Securities Act and the Exchange Act;

                    (C) cause each Subservicer and each Subcontractor determined
               by the Company pursuant to Section 2(e)(ii) to be "participating
               in the servicing function" within the meaning of Item 1122 of
               Regulation AB (each, a "Participating Entity"), to deliver to the
               Purchaser, and Master Servicer and any Depositor an assessment of
               compliance and accountants' attestation as and when provided in
               paragraphs (i) and (ii) of this Section 2(c); and

                    (D) deliver and cause each Subservicer and Subcontractor
               described in clause (c) to provide , to the Purchaser, and Master
               Servicer, any Depositor and any other Person that will be
               responsible for signing the certification (a "Sarbanes
               Certification") required by Rules 13a-14(d) and 15d-14(d) under
               the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley
               Act of 2002) on behalf of an asset-backed issuer with respect to
               a Securitization Transaction a certification signed by the
               appropriate officer of the company in the form attached hereto as
               Exhibit A.

               The Company acknowledges that the parties identified in clause
          (i)(D) above may rely on the certification provided by the Company
          pursuant to such clause in signing a Sarbanes Certification and filing
          such with the Commission.

               (ii) Each assessment of compliance provided by a Subservicer
          pursuant to Section 2(c)(i)(A) shall address each of the Servicing
          Criteria specified on a certification substantially in the form of
          Exhibit B hereto delivered to the Purchaser concurrently with the
          execution of this Agreement or, in the case of a Subservicer
          subsequently appointed as such, on or prior to the date of such
          appointment. An assessment of compliance provided by a Subcontractor
          pursuant to Section 2(c)(i)(C) need not address any elements of the
          Servicing Criteria other than those specified by the Company pursuant
          to Section 2(e).

     (d)  [RESERVED]

     (e)  The Company  shall  not  hire  or  otherwise  utilize  the services of
          any  Subservicer  to  fulfill any of the obligations of the Company as
          servicer  under  this Agreement or any Reconstitution Agreement unless
          the  Company  complies  with  the  provisions  of  clause  (i) of this
          Section.  The Company shall not hire or otherwise utilize the services
          of  any Subcontractor, and shall not permit any Subservicer to hire or
          otherwise utilize the services of any Subcontractor, to fulfill any of
          the obligations of the Company as servicer under this Agreement or any
          Reconstitution  Agreement  unless  the  Company  complies  with  the
          provisions  of  2(e)(ii)  of  this  Section.

               (i) It shall not be necessary for the Company to seek the consent
          of  the  Purchaser,  any  Master  Servicer  or  any  Depositor  to the
          utilization  of  any  Subservicer.  The  Company  shall  cause  any
          Subservicer  used  by  the  Company  (or  by  any Subservicer) for the
          benefit  of  the  Purchaser  and  any  Depositor  to  comply  with the
          provisions  of  this  Section  and  with  Sections  2(a),  2(b), 2(c),
          2(f)(iii), 2(f)(v) and 2(g) of this Agreement to the same extent as if
          such  Subservicer  were  the  Company,  and to provide the information
          required  with  respect  to such Subservicer under Section 2(f)(iv) of
          this  Agreement.  The  Company shall be responsible for obtaining from
          each Subservicer and delivering to the Purchaser and any Depositor any
          servicer  compliance  statement  required  to  be  delivered  by  such
          Subservicer  under  Section  2(b),  any  assessment  of compliance and
          attestation required to be delivered by such Subservicer under Section
          2(c) and any certification required to be delivered to the Person that
          will  be  responsible  for  signing  the  Sarbanes Certification under
          Section  2(c)  as  and  when  required  to  be  delivered.

               (ii)  It  shall  not  be  necessary  for  the Company to seek the
          consent  of  the  Purchaser or any Depositor to the utilization of any
          Subcontractor.  The Company shall promptly upon request provide to the
          Purchaser and any Depositor (or any designee of the Depositor, such as
          any  Master  Servicer  or  an administrator) a written description (in
          form  and  substance satisfactory to the Purchaser, such Depositor and
          such  Master  Servicer) of the role and function of each Subcontractor
          utilized  by  the  Company  or  any  Subservicer,  specifying  (A) the
          identity  of  each  such  Subcontractor,  (B)  which  (if any) of such
          Subcontractors  are  Participating Entities, and (C) which elements of
          the  Servicing Criteria will be addressed in assessments of compliance
          provided  by  each  Subcontractor identified pursuant to clause (B) of
          this  paragraph.

          As  a  condition  to  the  utilization of any Subcontractor determined
          to  be "participating in the servicing function" within the meaning of
          Item  1122  of  Regulation  AB,  the  Company  shall  cause  any  such
          Subcontractor  used  by  the  Company  (or by any Subservicer) for the
          benefit  of  the  Purchaser  and  any  Depositor  to  comply  with the
          provisions  of  Sections  2(c)  and 2(g) of this Agreement to the same
          extent as if such Subcontractor were the Company. The Company shall be
          responsible  for  obtaining  from each Subcontractor and delivering to
          the  Purchaser  and  any  Depositor  any  assessment of compliance and
          attestation  and  the other certifications required to be delivered by
          such  Subservicer  and  such Subcontractor under Section 2(c), in each
          case  as  and  when  required  to  be  delivered.

(f)  In connection  with  any  Securitization  Transaction the Company shall (1)
     within  five  Business  Days  following  request  by  the  Purchaser or any
     Depositor,  to  provide  to  the  Purchaser  and  such  Depositor  (or,  as
     applicable,  cause  each  Third-Party  Originator  and  each Subservicer to
     provide),  in  writing and in form and substance reasonably satisfactory to
     the  Purchaser  and such Depositor, the information and materials specified
     in  paragraphs  (i),  (ii), (iii), (vi) and (vii) of this Section 2(f), and
     (2)  as  promptly  as  practicable  following notice to or discovery by the
     Company, provide to the Purchaser and any Depositor (in writing and in form
     and  substance reasonably satisfactory to the Purchaser and such Depositor)
     the  information  specified  in  paragraph  (iv)  of  this  Section.

               (i)  If  so  requested  by  the  Purchaser  or  any  Depositor in
          connection  with  a  Securitization  Transaction,  the  Company  shall
          provide  such  information regarding (x) the Company, as originator of
          the  Mortgage Loans (including as an acquirer of Mortgage Loans from a
          Qualified  Correspondent), or (y) each Third-Party Originator, and (z)
          as  applicable,  each  Subservicer, as is requested for the purpose of
          compliance  with  Items  1103(a)(1),  1105,  1110,  1117  and  1119 of
          Regulation  AB.  Such  information  shall  include,  at  a  minimum:

                    (A) the originator's form of organization;

                    (B) a description of the originator's origination program
               and how long the originator has been engaged in originating
               residential mortgage loans, which description shall include a
               discussion of the originator's experience in originating mortgage
               loans of a similar type as the Mortgage Loans; information
               regarding the size and composition of the originator's
               origination portfolio; and information that may be material, in
               the good faith judgment of the Purchaser or any Depositor, to an
               analysis of the performance of the Mortgage Loans, including the
               originators' credit-granting or underwriting criteria for
               mortgage loans of similar type(s) as the Mortgage Loans and such
               other information as the Purchaser or any Depositor may
               reasonably request for the purpose of compliance with Item
               1110(b)(2) of Regulation AB;

                    (C) a description of any material legal or governmental
               proceedings pending (or known to be contemplated) of a type
               described in Item 1117 of Regulation AB against the Company, each
               Third-Party Originator and each Subservicer; and

                    (D) a description of any affiliation or relationship of a
               type described in Item 1119 of Regulation AB between the Company,
               each Third-Party Originator, each Subservicer and any of the
               following parties to a Securitization Transaction, as such
               parties are identified to the Company by the Purchaser or any
               Depositor in writing in advance of such Securitization
               Transaction:

                         (1)     the sponsor;
                         (2)     the depositor;
                         (3)     the issuing entity;
                         (4)     any servicer;
                         (5)     any trustee;
                         (6)     any originator;
                         (7)     any significant obligor;
                         (8)     any enhancement or support provider; and
                         (9)     any other material transaction party.

               (ii)  If  so  requested  by  the  Purchaser or any Depositor, the
          Company  shall  provide  (or,  as  applicable,  cause each Third-Party
          Originator  to  provide)  Static  Pool Information with respect to the
          mortgage loans (of a similar type as the Mortgage Loans, as reasonably
          identified  by  the Purchaser as provided below) originated by (a) the
          Company,  if the Company is an originator of Mortgage Loans (including
          as  an  acquirer  of  Mortgage  Loans from a Qualified Correspondent),
          and/or  (b)  each Third-Party Originator. Such Static Pool Information
          shall  be  prepared  by the Company (or Third-Party Originator) on the
          basis of its reasonable, good faith interpretation of the requirements
          of  Item  1105(a)(1)-(3) of Regulation AB. To the extent that there is
          reasonably available to the Company (or Third-Party Originator) Static
          Pool Information with respect to more than one mortgage loan type, the
          Purchaser  or  any Depositor shall be entitled to specify whether some
          or  all  of  such  information  shall  be  provided  pursuant  to this
          paragraph.  The  content of such Static Pool Information may be in the
          form  customarily  provided by the Company, and need not be customized
          for  the  Purchaser or any Depositor. Such Static Pool Information for
          each  vintage  origination  year  or  prior  securitized  pool,  as
          applicable,  shall  be presented in increments no less frequently than
          quarterly  over the life of the mortgage loans included in the vintage
          origination  year  or prior securitized pool. The most recent periodic
          increment  must  be  as  of a date no later than 135 days prior to the
          date  of the prospectus or other offering document in which the Static
          Pool  Information  is to be included or incorporated by reference. The
          Static Pool Information shall be provided in an electronic format that
          provides  a  permanent  record  of the information provided, such as a
          portable  document  format (pdf) file, or other such electronic format
          reasonably  required by the Purchaser or the Depositor, as applicable.

          Promptly  following  notice  or  discovery  of  a  material  error  in
          Static Pool Information provided pursuant to the immediately preceding
          paragraph  (including  an  omission  to  include  therein  information
          required to be provided pursuant to such paragraph), the Company shall
          provide  corrected  Static  Pool  Information  to the Purchaser or any
          Depositor,  as  applicable,  in  the  same format in which Static Pool
          Information  was  previously  provided  to  such party by the Company.

          If  so  requested  by  the  Purchaser  or  any  Depositor, the Company
          shall provide (or, as applicable, cause each Third-Party Originator to
          provide), at the expense of the requesting party (to the extent of any
          additional  incremental  expense  associated with delivery pursuant to
          this Agreement), such statements and agreed-upon procedures letters of
          certified public accountants reasonably acceptable to the Purchaser or
          Depositor,  as  applicable,  pertaining  to  Static  Pool  Information
          relating  to  prior securitized pools for securitizations closed on or
          after  January 1, 2006 or, in the case of Static Pool Information with
          respect  to  the Company's or Third-Party Originator's originations or
          purchases,  to  calendar  months  commencing  January  1, 2006, as the
          Purchaser  or such Depositor shall reasonably request. Such statements
          and  letters  shall  be  addressed  to  and be for the benefit of such
          parties  as the Purchaser or such Depositor shall designate, which may
          include,  by way of example, any Sponsor, any Depositor and any broker
          dealer  acting  as  underwriter,  placement agent or initial purchaser
          with  respect  to  a Securitization Transaction. Any such statement or
          letter  may take the form of a standard, generally applicable document
          accompanied  by  a  reliance  letter  authorizing  reliance  by  the
          addressees  designated  by  the  Purchaser  or  such  Depositor.

               (iii)  If  so  requested  by  the Purchaser or any Depositor, the
          Company  shall  provide  such  information  regarding  the Company, as
          servicer  of  the  Mortgage  Loans,  and each Subservicer (each of the
          Company  and  each  Subservicer,  for  purposes  of  this paragraph, a
          "Servicer"),  as is requested for the purpose of compliance with Items
          1108,  1117 and 1119 of Regulation AB. Such information shall include,
          at  a  minimum:

                    (A) the Servicer's form of organization;

                    (B) a description of how long the Servicer has been
               servicing residential mortgage loans; a general discussion of the
               Servicer's experience in servicing assets of any type as well as
               a more detailed discussion of the Servicer's experience in, and
               procedures for, the servicing function it will perform under this
               Agreement and any Reconstitution Agreements; information
               regarding the size, composition and growth of the Servicer's
               portfolio of residential mortgage loans of a type similar to the
               Mortgage Loans and information on factors related to the Servicer
               that may be material, in the good faith judgment of the Purchaser
               or any Depositor, to any analysis of the servicing of the
               Mortgage Loans or the related asset-backed securities, as
               applicable, including, without limitation:

                         (1) whether any prior securitizations of mortgage loans
                    of a type similar to the Mortgage Loans involving the
                    Servicer have defaulted or experienced an early amortization
                    or other performance triggering event because of servicing
                    during the three-year period immediately preceding the
                    related Securitization Transaction;
                         (2) the extent of outsourcing the Servicer utilizes;
                         (3) whether there has been previous disclosure of
                    material noncompliance with the applicable servicing
                    criteria with respect to other securitizations of
                    residential mortgage loans involving the Servicer as a
                    servicer during the three-year period immediately preceding
                    the related Securitization Transaction;
                         (4) whether the Servicer has been terminated as
                    servicer in a residential mortgage loan securitization,
                    either due to a servicing default or to application of a
                    servicing performance test or trigger; and
                         (5) such other information as the Purchaser or any
                    Depositor may reasonably request for the purpose of
                    compliance with Item 1108(b)(2) of Regulation AB;

               (C) a description of any material changes during the three-year
          period immediately preceding the related Securitization Transaction to
          the Servicer's policies or procedures with respect to the servicing
          function it will perform under this Agreement and any Reconstitution
          Agreements for mortgage loans of a type similar to the Mortgage Loans;

               (D) information regarding the Servicer's financial condition, to
          the extent that there is a material risk that an adverse financial
          event or circumstance involving the Servicer could have a material
          adverse effect on the performance by the Company of its servicing
          obligations under this Agreement or any Reconstitution Agreement;

               (E) information regarding advances made by the Servicer on the
          Mortgage Loans and the Servicer's overall servicing portfolio of
          residential mortgage loans for the three-year period immediately
          preceding the related Securitization Transaction, which may be limited
          to a statement by an authorized officer of the Servicer to the effect
          that the Servicer has made all advances required to be made on
          residential mortgage loans serviced by it during such period, or, if
          such statement would not be accurate, information regarding the
          percentage and type of advances not made as required, and the reasons
          for such failure to advance;

               (F) a description of the Servicer's processes and procedures
          designed to address any special or unique factors involved in
          servicing loans of a similar type as the Mortgage Loans;

               (G) a description of the Servicer's processes for handling
          delinquencies, losses, bankruptcies and recoveries, such as through
          liquidation of mortgaged properties, sale of defaulted mortgage loans
          or workouts;

               (H) information as to how the Servicer defines or determines
          delinquencies and charge-offs, including the effect of any grace
          period, re-aging, restructuring, partial payments considered current
          or other practices with respect to delinquency and loss experience;
          and

               (I) a description of any material legal or governmental
          proceedings pending (or known to be contemplated) against the
          Servicer;

               (J) a description of any affiliation or relationship between the
          Servicer and any of the following parties to a Securitization
          Transaction, as such parties are identified to the Servicer by the
          Purchaser or any Depositor in writing in advance of such
          Securitization Transaction:

                         (1)     the sponsor;
                         (2)     the depositor;
                         (3)     the issuing entity;
                         (4)     any servicer;
                         (5)     any trustee;
                         (6)     any originator;
                         (7)     any significant obligor;
                         (8)     any enhancement or support provider; and
                         (9)     any other material transaction party.


          (iv)  For the purpose of satisfying the reporting obligation under the
     Exchange  Act  with  respect  to  any class of asset-backed securities, the
     Company  shall  (or shall cause each Subservicer and Third-Party Originator
     to) (i) provide prompt notice to the Purchaser, and Master Servicer and any
     Depositor  in  writing  of  (A)  any  material  litigation  or governmental
     proceedings of a type described in Item 1117 of Regulation AB involving the
     Company,  any  Subservicer  or  any  Third-Party  Originator  (B))  any
     affiliations  or relationships that develop following the closing date of a
     Securitization  between  the  Company,  any  Subservicer or any Third-Party
     Originator  and any of the parties specified in clause (D) of paragraph (i)
     of  this  Section  2(f) (and any other parties identified in writing by the
     requesting  party) with respect to such Securitization Transaction, (C) any
     Event  of  Default  under the terms of this Agreement or any Reconstitution
     Agreement,  (D)  any  merger, consolidation or sale of substantially all of
     the  assets  of the Company, and (E) the Company's entry into any agreement
     with  a  Subservicer  to perform or assist in the performance of any of the
     Company's  obligations under this Agreement or any Reconstitution Agreement
     and  (ii)  provide to the Purchaser and any Depositor a description of such
     proceedings,  affiliations  or  relationships. All notification pursuant to
     clause  (A)  should  be  sent  to:

     EMC Mortgage Corporation

     2780 Lake Vista Drive

     Lewisville, TX 75067-3884

     Attention: Conduit Seller Approval Dept.

     Facsimile: (214) 626-3751

     Email: sellerapproval@bear.com
            -----------------------



     With a copy to:



     Bear, Stearns & Co. Inc.

     383 Madison Avenue, 3rd floor

     New York, NY 10179

     Attention: Global Credit Administration

     Facsimile: (212) 272-6564



     Notifications pursuant to clause (B) should be sent to:



     EMC Mortgage Corporation

     Two Mac Arthur Ridge

     909 Hidden Ridge Drive, Suite 200

     Irving, TX 75038

     Attention: Associate General Counsel for Loan Administration

     Facsimile: (972) 831-2555



     With copies to:



     Bear, Stearns & Co. Inc.

     383 Madison Avenue, 3rd floor

     New York, NY 10179

     Attention: Global Credit Authorization

     Facsimile: (212) 272-6564



     EMC Mortgage Corporation

     2780 Lake Vista Drive

     Lewisville, TX 75067-3884

     Attention: Conduit Seller Approval Dept.

     Facsimile: (214) 626-3751

     Email: sellerapproval@bear.com

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

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

               i.   any material  modifications,  extensions  or  waivers  of
                    Mortgage  Loans  serviced  by the Company or its Subservicer
                    terms,  fees,  penalties or payments during the distribution
                    period  or  that have cumulatively become material over time
                    (Item  1121(a)(11)  of  Regulation  AB);

               ii.  material  breaches  of  Mortgage  Loans  serviced  by  the
                    Company or its Subservicers representations or warranties or
                    transaction  covenants  (Item 1121(a)(12) of Regulation AB);
                    and

               iii. information  regarding  any  Mortgage  Loans  serviced  by
                    the Company or its Subservicers changes (such as, additions,
                    substitutions  or  repurchases), and any material changes in
                    origination,  underwriting or other criteria for acquisition
                    or  selection of pool assets as it relates to a substitution
                    (Item  1121(a)(14)  of  Regulation  AB),

          the  Company  shall  provide to the Purchaser, any Master Servicer and
     any  Depositor,  evidence  of  the  authorization of the person signing any
     certification  and,  no  more than once a year, copies or other evidence of
     Fidelity Bond Insurance and Errors and Omission Insurance Policy, financial
     information  and reports, and such other information related to the Company
     or  any  Subservicer  or  the  Company  or  such  Subservicer's performance
     hereunder,  which  items  may  be  accepted  in the forms acceptable to the
     Company's  and  Subservicer's regulators or the agencies. [ (i) The Company
     shall indemnify the Purchaser, each affiliate of the Purchaser, and each of
     the  following  parties participating in a Securitization Transaction: each
     sponsor and issuing entity; each Person (including, but not limited to, any
     Master  Servicer, if applicable) responsible for the preparation, execution
     or  filing  of  any  report  required  to be filed with the Commission with
     respect  to  such  Securitization  Transaction,  or  for  execution  of  a
     certification  pursuant  to  Rule  13a-14(d)  or  Rule  15d-14(d) under the
     Exchange  Act  with respect to such Securitization Transaction; each broker
     dealer  acting  as  underwriter, placement agent or initial purchaser, each
     Person  who  controls  any  of  such  parties  or the Depositor (within the
     meaning  of Section 15 of the Securities Act and Section 20 of the Exchange
     Act);  and the respective present and former directors, officers, employees
     ,agents  ]  of  each  of  the  foregoing  and  of  the  Depositor (each, an
     "Indemnified Party"), and shall hold each of them harmless from and against
     any  claims, losses, damages, penalties, fines, forfeitures, legal fees and
     expenses  and  related  costs,  judgments,  and  any  other costs, fees and
     expenses  that  any  of  them  may  sustain  arising  out of or based upon:

          (A)(1) any untrue statement of a material fact contained or alleged to
     be contained in any information, report, certification, data, accountants'
     letter or other material provided in written or electronic form under this
     Amendment Reg AB by or on behalf of the Company, or provided under this
     Amendment Reg AB by or on behalf of any Subservicer, Subcontractor or
     Third-Party Originator (collectively, the "Company Information"), or (2)
     the omission or alleged omission to state in the Company Information a
     material fact required to be stated in the Company Information or necessary
     in order to make the statements therein, in the light of the circumstances
     under which they were made, not misleading; provided, by way of
     clarification, that clause (2) of this paragraph shall be construed solely
     by reference to the Company Information and not to any other information
     communicated in connection with a sale or purchase of securities, without
     regard to whether the Company Information or any portion thereof is
     presented together with or separately from such other information;

          (B) any breach by the Company of its obligations under this agreement,
     including particularly any failure by the Company, any Subservicer, any
     Subcontractor or any Third-Party Originator to deliver any information,
     report, certification, accountants' letter or other material when and as
     required under this Amendment Reg AB, including any failure by the Company
     to identify pursuant to Section 2(e)(ii) any Subcontractor "participating
     in the servicing function" within the meaning of Item 1122 of Regulation
     AB; or

          (C)  any breach  by  the  Company  of  a  representation  or  warranty
               set  forth  in Section 2(a)(i) or in a writing furnished pursuant
               to  Section  2(a)(ii)  and made as of a date prior to the closing
               date  of  the  related  Securitization Transaction, to the extent
               that such breach is not cured by such closing date, or any breach
               by  the  Company  of  a  representation  or warranty in a writing
               furnished pursuant to Section 2(a)(ii) to the extent made as of a
               date  subsequent  to  such  closing  date.

          (D) The negligence bad faith or willful misconduct of the Company in
     connection with its performance under this Amendment.

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

          In  the  case of any failure of performance described in clause (i)(B)
     of  this  Section 2(g), the Company shall promptly reimburse the Purchaser,
     any  Depositor,  as  applicable,  and  each  Person  responsible  for  the
     preparation,  execution  or  filing of any report required to be filed with
     the  Commission  with  respect  to  such Securitization Transaction, or for
     execution  of  a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
     under the Exchange Act with respect to such Securitization Transaction, for
     all  costs  reasonably  incurred  by each such party in order to obtain the
     information,  report,  certification, accountants' letter or other material
     not  delivered  as  required  by  the  Company,  any  Subservicer,  any
     Subcontractor  or  any  Third-Party  Originator.

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

     (ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or
     any Third-Party Originator to deliver any information, report,
     certification, accountants' letter or other material when and as required
     under this Amendment Reg AB, or any breach by the Company of a
     representation or warranty set forth in Section 2(a)(i) or in a writing
     furnished pursuant to Section 2(a)(ii) and made as of a date prior to the
     closing date of the related Securitization Transaction, to the extent that
     such breach is not cured by such closing date, or any breach by the Company
     of a representation or warranty in a writing furnished pursuant to Section
     2(a)(ii) to the extent made as of a date subsequent to such closing date,
     shall, except as provided in clause (B) of this paragraph, immediately and
     automatically, without notice or grace period, constitute an Event of
     Default with respect to the Company under this Agreement and any applicable
     Reconstitution Agreement, and shall entitle the Purchaser or any Depositor,
     as applicable, in its sole discretion to terminate the rights and
     obligations of the Company as servicer under this Agreement and/or any
     applicable Reconstitution Agreement without payment (notwithstanding
     anything in this Agreement or any applicable Reconstitution Agreement to
     the contrary) of any compensation to the Company and if the Company is
     servicing any of the Mortgage Loans in a Securitization Transaction appoint
     a successor servicer reasonably acceptable to any Master Servicer for such
     Securitization Transaction; provided that to the extent that any provision
     of this Agreement and/or any applicable Reconstitution Agreement expressly
     provides for the survival of certain rights or obligations following
     termination of the Company as servicer, such provision shall be given
     effect.

          (B) Any failure by the Company, any Subservicer or any Subcontractor
     to deliver any information, report, certification or accountants' letter
     when and as required under Section 2(b) or 2(c), including (except as
     provided below) any failure by the Company to identify pursuant to Section
     2(e)(ii) any Subcontractor "participating in the servicing function" within
     the meaning of Item 1122 of Regulation AB, which continues unremedied for
     ten calendar days after the date on which such information, report,
     certification or accountants' letter was required to be delivered shall
     constitute an Event of Default with respect to the Company under this
     Agreement and any applicable Reconstitution Agreement, and shall entitle
     the Purchaser, any Master Servicer or any Depositor, as applicable, in its
     sole discretion to terminate the rights and obligations of the Company as
     servicer under this Agreement and/or any applicable Reconstitution
     Agreement without payment (notwithstanding anything in this Agreement to
     the contrary) of any compensation to the Company; provided that to the
     extent that any provision of this Agreement and/or any applicable
     Reconstitution Agreement expressly provides for the survival of certain
     rights or obligations following termination of the Company as servicer,
     such provision shall be given effect.

          Neither the Purchaser nor any Depositor shall be entitled to terminate
     the rights and obligations of the Company pursuant to this subparagraph
     (ii)(B) if a failure of the Company to identify a Subcontractor
     "participating in the servicing function" within the meaning of Item 1122
     of Regulation AB was attributable solely to the role or functions of such
     Subcontractor with respect to mortgage loans other than the Mortgage Loans.

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

          (iii)  The  Purchaser  shall  indemnify  the  Company,  each affiliate
          of  the  Company  and  each  Person  who  controls the Company or such
          affiliate and their respective present and former directors, officers,
          employees  and agents, and hold each of them harmless from and against
          any  losses,  damages,  penalties,  fines, forfeitures, legal fees and
          expenses  and  related costs, judgments, and any other costs, fees and
          expenses  that  each  of them may sustain arising out of or based upon
          any  claims  arising  out of or in connection with any information set
          forth  in  any  offering  document  prepared  in  connection  with any
          Securitization  Transaction other than a statement or omission arising
          out  of,  resulting  from,  or  based  upon  the  Company Information.

          For purposes of the Amendment and any related provisions thereto, each
     Master  Servicer  shall  be  considered  a  third-party beneficiary of this
     Agreement,  entitled  to all the rights and benefits hereof as if it were a
     direct  party  to  this  Agreement.

3.   The Company  acknowledges that a Subservicer or Subcontractor that performs
     services  with  respect  to  mortgage  loans  involved  in a Securitization
     Transaction  in  addition  to  the  Mortgage  Loans  may be determined by a
     Depositor  to  be  a  Participating  Entity  on  the basis of the aggregate
     balance  of such mortgage loans, without regard to whether such Subservicer
     or  Subcontractor  would  be  a  Participating  Entity  with respect to the
     Mortgage  Loans  viewed  in  isolation.  The  Company  shall (A) respond as
     promptly  as  practicable to any good faith request by the Purchaser or any
     Depositor for information regarding each Subservicer and each Subcontractor
     and (B) cause each Subservicer and each Subcontractor with respect to which
     the  Purchaser  or  any  Depositor  requests  delivery  of an assessment of
     compliance  and  accountants'  attestation  to deliver such within the time
     required  under  Section  2(c).

4.   Notwithstanding  any  other  provision  of  this  Amendment Reg AB, (i) the
     Company  shall seek the consent of the Purchaser for the utilization of all
     third  party  service providers, including Subservicers and Subcontractors,
     when required by and in accordance with the terms of the Existing Agreement
     and  (ii)  references  to  the  Purchaser  shall  be  deemed to include any
     assignees  or  designees  of the Purchaser, such as any Depositor, a master
     servicer  or  a  trustee.

5.   The Existing  Agreement  is  hereby amended by adding the Exhibits attached
     hereto  as  Exhibit  A  and  Exhibit  B  to  the  end  thereto.

6.   References in this Amendment Reg AB to "this Agreement" or words of similar
     import  (including indirect references to the Agreement) shall be deemed to
     be  references  to  the Existing Agreement as amended by this Amendment Reg
     AB.  Except as expressly amended and modified by this Amendment Reg AB, the
     Agreement  shall continue to be, and shall remain, in full force and effect
     in  accordance  with  its  terms.  In  the event of a conflict between this
     Amendment  Reg  AB  and  any other document or agreement, including without
     limitation  the  Existing  Agreement,  this Amendment Reg AB shall control.

7.   THIS AMENDMENT REG AB SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
     THE  LAWS  OF  THE STATE OF NEW YORK, OR FEDERAL LAW AS APPLICABLE, WITHOUT
     REFERENCE  TO  ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF
     THE  GENERAL  OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
     THE  PARTIES  HEREUNDER  SHALL  BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

8.   This Amendment  Reg  AB  may be executed in one or more counterparts and by
     different  parties  hereto on separate counterparts, each of which, when so
     executed,  shall  constitute  one  and  the  same  agreement.

9.   This Amendment  Reg  AB  shall  bind  and  inure  to  the benefit of and be
     enforceable  by  the Company and the Purchaser and the respective permitted
     successors and assigns of the Company and the successors and assigns of the
     Purchaser.

10.  This Amendment  Reg AB will become effective as of the date first mentioned
     above. This Amendment Reg AB shall not be assigned, pledged or hypothecated
     by  the  Company  to a third party without the prior written consent of the
     Purchaser,  which  consent  may  be  withheld  by the Purchaser in its sole
     discretion.  The Existing Agreement as amended by this Amendment Reg AB may
     be  assigned, pledged or hypothecated by the Purchaser in whole or in part,
     and  with respect to one or more of the Mortgage Loans, without the consent
     of  the  Company. There shall be no limitation on the number of assignments
     or  transfers allowable by the Purchaser with respect to the Mortgage Loans
     and  this  Amendment  Reg  AB  and  the  Existing  Agreement.

11.  Intent  of  the  Parties;  Reasonableness.
     -----------------------------------------

     The Purchaser and the Company acknowledge and agree that the purpose of
this Amendment Reg AB is to facilitate compliance by the Purchaser and any
Depositor with the provisions of Regulation AB and related rules and regulations
of the Commission.  Although Regulation AB is applicable by its terms only to
offerings of asset-backed securities that are registered under the Securities
Act, the Company acknowledges that investors in privately offered securities may
require that the Purchaser or any Depositor provide comparable disclosure in
unregistered offerings.  References in this Agreement to compliance with
Regulation AB include provision of comparable disclosure in private offerings.

     Neither the Purchaser nor any Depositor shall exercise its right to request
delivery of information or other performance under these provisions other than
in good faith, or for purposes other than compliance with the Securities Act,
the Exchange Act and the rules and regulations of the Commission thereunder (or
the provision in a private offering of disclosure comparable to that required
under the Securities Act).  The Company acknowledges that interpretations of the
requirements of Regulation AB may change over time, whether due to interpretive
guidance provided by the Commission or its staff, consensus among participants
in the asset-backed securities markets, advice of counsel, or otherwise, and
agrees to comply with requests made by the Purchaser, any Master Servicer or any
Depositor in good faith for delivery of information under these provisions on
the basis of evolving interpretations of Regulation AB.  In connection with any
Securitization Transaction, the Company shall cooperate fully with the Purchaser
to deliver to the Purchaser (including any of its assignees or designees), any
Master Servicer and any Depositor, any and all statements, reports,
certifications, records and any other information necessary in the good faith
determination of the Purchaser, any Master Servicer or any Depositor to permit
the Purchaser, such Master Servicer or such Depositor to comply with the
provisions of Regulation AB, together with such disclosures relating to the
Company, any Subservicer, any Third-Party Originator and the Mortgage Loans, or
the servicing of the Mortgage Loans, reasonably believed by the Purchaser, any
Master Servicer or any Depositor to be necessary in order to effect such
compliance.

     The Purchaser (including any of its assignees or designees) shall cooperate
with the Company by providing timely notice of requests for information under
these provisions and by reasonably limiting such requests to information
required, in the Purchaser's reasonable judgment, to comply with Regulation AB.

     For purposes of clarification, the provisions, covenants and or
requirements of this Amendment are only applicable with respect to those
Mortgage Loans being securitized in a Securitization Transaction


                     [Signatures Commence on Following Page]


(page)
     IN WITNESS WHEREOF, the parties have caused their names to be signed hereto
by  their  respective  officers thereunto duly authorized as of the day and year
first  above  written.
--------------------------------------------------------------------------------

                         Purchaser

                         By:
                             ----------------------------------
                         Name:
                               --------------------------------
                         Title:
                                -------------------------------


                         HSBC  Mortgage  Corporation  (USA)

                         Company

                         By:
                             ----------------------------------
                         Name:
                               --------------------------------
                         Title:
                                -------------------------------


(page)
                                    EXHIBIT A

                          FORM OF ANNUAL CERTIFICATION

I.     The  [                   ]  agreement  dated  as of [      ], 200[ ] (the
       "Agreement"),  among  [IDENTIFY  PARTIES]

     I, ________________________________, the _______________________ of [NAME
OF COMPANY (the "Company")], certify to [the Purchaser], [the Depositor], and
the [Master Servicer] [Securities Administrator] [Trustee], and their officers,
with the knowledge and intent that they will rely upon this certification, that:

          (1) I have reviewed the servicer compliance statement of the Company
     provided in accordance with Item 1123 of Regulation AB (the "Compliance
     Statement"), the report on assessment of the Company's compliance with the
     servicing criteria set forth in Item 1122(d) of Regulation AB (the
     "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18
     under Securities Exchange Act of 1934, as amended (the "Exchange Act") and
     Item 1122 of Regulation AB (the "Servicing Assessment"), the registered
     public accounting firm's attestation report provided in accordance with
     Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of
     Regulation AB (the "Attestation Report"), and all servicing reports,
     officer's certificates and other information relating to the servicing of
     the Mortgage Loans by the Company during 200[ ] that were delivered by the
     Company to the [Depositor] [Master Servicer] [Securities Administrator]
     [Trustee] pursuant to the Agreement (collectively, the "Company Servicing
     Information");

          (2) Based on my knowledge, the Company Servicing Information, taken as
     a whole, does not contain any untrue statement of a material fact or omit
     to state a material fact necessary to make the statements made, in the
     light of the circumstances under which such statements were made, not
     misleading with respect to the period of time covered by the Company
     Servicing Information;

          (3) Based on my knowledge, all of the Company Servicing Information
     required to be provided by the Company under the Agreement has been
     provided to the [Depositor] [Master Servicer] [Securities Administrator]
     [Trustee];

          (4) I am responsible for reviewing the activities performed by the
     Company as servicer under the Agreement, and based on my knowledge and the
     compliance review conducted in preparing the Compliance Statement and
     except as disclosed in the Compliance Statement, the Servicing Assessment
     or the Attestation Report, the Company has fulfilled its obligations under
     the Agreement in all material respects; and

          (5) The Compliance Statement required to be delivered by the Company
     pursuant to the Agreement, and the Servicing Assessment and Attestation
     Report required to be provided by the Company and by any Subservicer or
     Subcontractor pursuant to the Agreement, have been provided to the
     [Depositor] [Master Servicer]. Any material instances of noncompliance
     described in such reports have been disclosed to the [Depositor] [Master
     Servicer]. Any material instance of noncompliance with the Servicing
     Criteria has been disclosed in such reports.




                                   Date:
                                        ------------------------


                                   By:
                                      --------------------------------
                                   Name:
                                   Title:


(page)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                  SERVICING CRITERIA                                       APPLICABLE
                                                                                                       SERVICING CRITERIA
-----------------------------------------------------------------------------------------------------  ------------------
   REFERENCE                                           CRITERIA
----------------  -----------------------------------------------------------------------------------  ------------------
                                           GENERAL SERVICING CONSIDERATIONS
----------------  -----------------------------------------------------------------------------------  ------------------
<S>               <C>                                                                                  <C>
1122(d)(1)(i)     Policies and procedures are instituted to monitor any performance or other                   X
                  triggers and events of default in accordance with the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(1)(ii)    If any material servicing activities are outsourced to third parties, policies and           X
                  procedures are instituted to monitor the third party's performance and
                  compliance with such servicing activities.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(1)(iii)   Any requirements in the transaction agreements to maintain a back-up
                  servicer for the mortgage loans are maintained.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(1)(iv)    A fidelity bond and errors and omissions policy is in effect on the party                    X
                  participating in the servicing function throughout the reporting period in the
                  amount of coverage required by and otherwise in accordance with the terms
                  of the transaction agreements.
                  CASH COLLECTION AND ADMINISTRATION
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(2)(i)     Payments on mortgage loans are deposited into the appropriate custodial                      X
                  bank accounts and related bank clearing accounts no more than two
                  business days following receipt, or such other number of days specified in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(2)(ii)    Disbursements made via wire transfer on behalf of an obligor or to an investor               X
                  are made only by authorized personnel.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(2)(iii)   Advances of funds or guarantees regarding collections, cash flows or                         X
                  distributions, and any interest or other fees charged for such advances, are
                  made, reviewed and approved as specified in the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(2)(iv)    The related accounts for the transaction, such as cash reserve accounts or                   X
                  accounts established as a form of overcollateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(2)(v)     Each custodial account is maintained at a federally insured depository                       X
                  institution as set forth in the transaction agreements. For purposes of this
                  criterion, "federally insured depository institution" with respect to a foreign
                  financial institution means a foreign financial institution that meets the
                  requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(2)(vi)    Unissued checks are safeguarded so as to prevent unauthorized access.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(2)(vii)   Reconciliations are prepared on a monthly basis for all asset-backed                         X
                  securities related bank accounts, including custodial accounts and related
                  bank clearing accounts. These reconciliations are (A) mathematically
                  accurate; (B) prepared within 30 calendar days after the bank statement
                  cutoff date, or such other number of days specified in the transaction
                  agreements; (C) reviewed and approved by someone other than the person
                  who prepared the reconciliation; and (D) contain explanations for reconciling
                  items. These reconciling items are resolved within 90 calendar days of their
                  original identification, or such other number of days specified in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
                                          INVESTOR REMITTANCES AND REPORTING
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(3)(i)     Reports to investors, including those to be filed with the Commission, are                   X
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with the terms
                  specified in the transaction agreements; (C) are filed with the Commission as
                  required by its rules and regulations; and (D) agree with investors' or the
                  trustee's records as to the total unpaid principal balance and number of
                  mortgage loans serviced by the Servicer.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(3)(ii)    Amounts due to investors are allocated and remitted in accordance with                       X
                  timeframes, distribution priority and other terms set forth in the transaction
                  agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(3)(iii)   Disbursements made to an investor are posted within two business days to                     X
                  the Servicer's investor records, or such other number of days specified in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(3)(iv)    Amounts remitted to investors per the investor reports agree with cancelled                  X
                  checks, or other form of payment, or custodial bank statements.
----------------  -----------------------------------------------------------------------------------  ------------------
                                          POOL ASSET ADMINISTRATION                                            X
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(i)     Collateral or security on mortgage loans is maintained as required by the                    X
                  transaction agreements or related mortgage loan documents.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(ii)    Mortgage loan and related documents are safeguarded as required by the                       X
                  transaction agreements
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(iii)   Any additions, removals or substitutions to the asset pool are made, reviewed                X
                  and approved in accordance with any conditions or requirements in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(iv)    Payments on mortgage loans, including any payoffs, made in accordance                        X
                  with the related mortgage loan documents are posted to the Servicer's obligor
                  records maintained no more than two business days after receipt, or such
                  other number of days specified in the transaction agreements, and allocated
                  to principal, interest or other items (e.g., escrow) in accordance with the
                  related mortgage loan documents.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(v)     The Servicer's records regarding the mortgage loans agree with the                           X
                  Servicer's records with respect to an obligor's unpaid principal balance.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(vi)    Changes with respect to the terms or status of an obligor's mortgage loans                   X
                  (e.g., loan modifications or re-agings) are made, reviewed and approved by
                  authorized personnel in accordance with the transaction agreements and
                  related pool asset documents.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(vii)   Loss mitigation or recovery actions (e.g., forbearance plans, modifications                  X
                  and deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance with the
                  timeframes or other requirements established by the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(viii)  Records documenting collection efforts are maintained during the period a                    X
                  mortgage loan is delinquent in accordance with the transaction agreements.
                  Such records are maintained on at least a monthly basis, or such other period
                  specified in the transaction agreements, and describe the entity's activities in
                  monitoring delinquent mortgage loans including, for example, phone calls,
                  letters and payment rescheduling plans in cases where delinquency is
                  deemed temporary (e.g., illness or unemployment).
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(ix)    Adjustments to interest rates or rates of return for mortgage loans with
                  variable rates are computed based on the related mortgage loan documents.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(x)     Regarding any funds held in trust for an obligor (such as escrow accounts):
                  (A) such funds are analyzed, in accordance with the obligor's mortgage loan
                  documents, on at least an annual basis, or such other period specified in the
                  transaction agreements; (B) interest on such funds is paid, or credited, to
                  obligors in accordance with applicable mortgage loan documents and state
                  laws; and (C) such funds are returned to the obligor within 30 calendar days
                  of full repayment of the related mortgage loans, or such other number of days
                  specified in the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(xi)    Payments made on behalf of an obligor (such as tax or insurance payments)
                  are made on or before the related penalty or expiration dates, as indicated on
                  the appropriate bills or notices for such payments, provided that such support
                  has been received by the servicer at least 30 calendar days prior to these
                  dates, or such other number of days specified in the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(xii)   Any late payment penalties in connection with any payment to be made on
                  behalf of an obligor are paid from the servicer's funds and not charged to the
                  obligor, unless the late payment was due to the obligor's error or omission.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(xiii)  Disbursements made on behalf of an obligor are posted within two business
                  days to the obligor's records maintained by the servicer, or such other
                  number of days specified in the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(xiv)   Delinquencies, charge-offs and uncollectible accounts are recognized and
                  recorded in accordance with the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ------------------
1122(d)(4)(xv)    Any external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set forth in the
                  transaction agreements.
-------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                  [NAME OF COMPANY] [NAME OF SUBSERVICER]


                                  Date:
                                       ------------------------------


                                  By:
                                     --------------------------------
                                  Name:
                                       ------------------------------
                                  Title:
                                        -----------------------------








                            EMC MORTGAGE CORPORATION

                                   Purchaser,

                          CENDANT MORTGAGE CORPORATION

                    BISHOP'S  GATE RESIDENTIAL MORTGAGE TRUST

                                    Company,

                  PURCHASE, WARRANTIES AND SERVICING AGREEMENT
                          Dated as of October 23, 2001





                   (Fixed and Adjustable Rate Mortgage Loans)


(page)
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                    ARTICLE I

<S>                                                                               <C>
Section 1.01     Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . .   2

                                   ARTICLE II

Section 2.01     Agreement to Purchase . . . . . . . . . . . . . . . . . . . . .  14
Section 2.02     Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . .  14
Section 2.03     Servicing of Mortgage Loans . . . . . . . . . . . . . . . . . .  15
Section 2.04     Record Title and Possession of Mortgage Files;
                 Maintenance of Servicing Files. . . . . . . . . . . . . . . . .  15
Section 2.05     Books and Records . . . . . . . . . . . . . . . . . . . . . . .  16
Section 2.06     Transfer of Mortgage Loans. . . . . . . . . . . . . . . . . . .  16
Section 2.07     Delivery of Mortgage Loan Documents . . . . . . . . . . . . . .  17
Section 2.08     Quality Control Procedures. . . . . . . . . . . . . . . . . . .  18
Section 2.09     Near-term Principal Prepayments; Near Term Payment Defaults . .  19
Section 2.10     Modification of Obligations . . . . . . . . . . . . . . . . . .  19

                                   ARTICLE III

Section 3.01     Representations and Warranties of the Company . . . . . . . . .  19
Section 3.02     Representations and Warranties as to
                 Individual Mortgage Loans . . . . . . . . . . . . . . . . . . .  22
Section 3.03     Repurchase; Substitution. . . . . . . . . . . . . . . . . . . .  33
Section 3.04     Representations and Warranties of the Purchaser . . . . . . . .  34

                                   ARTICLE IV

Section 4.01     Company to Act as Servicer. . . . . . . . . . . . . . . . . . .  35
Section 4.02     Collection of Mortgage Loan Payments. . . . . . . . . . . . . .  39
Section 4.03     Realization Upon Defaulted Mortgage Loans . . . . . . . . . . .  39
Section 4.04     Establishment of Custodial Accounts;
                 Deposits in Custodial Accounts. . . . . . . . . . . . . . . . .  40
Section 4.05     Permitted Withdrawals from the
                 Custodial Account . . . . . . . . . . . . . . . . . . . . . . .  42
Section 4.06     Establishment of Escrow Accounts;
                 Deposits in Escrow Accounts . . . . . . . . . . . . . . . . . .  43
Section 4.07     Permitted Withdrawals From Escrow Account . . . . . . . . . . .  44
Section 4.08     Payment of Taxes, Insurance and Other
                 Charges; Maintenance of Primary Mortgage
                 Insurance Policies; Collections Thereunder. . . . . . . . . . .  44
Section 4.09     Transfer of Accounts. . . . . . . . . . . . . . . . . . . . . .  45
Section 4.10     Maintenance of Hazard Insurance . . . . . . . . . . . . . . . .  46
Section 4.11     Maintenance of Mortgage Impairment
                 Insurance Policy. . . . . . . . . . . . . . . . . . . . . . . .  47
Section 4.12     Fidelity Bond, Errors and Omissions
                 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
Section 4.13     Title, Management and Disposition of REO  Property. . . . . . .  48
Section 4.14     Notification of Maturity Date . . . . . . . . . . . . . . . . .  49

                                   ARTICLE V

Section 5.01     Distributions . . . . . . . . . . . . . . . . . . . . . . . . .  49
Section 5.02     Statements to the Purchaser . . . . . . . . . . . . . . . . . .  50
Section 5.03     Monthly Advances by the Company . . . . . . . . . . . . . . . .  51
Section 5.04     Liquidation Reports . . . . . . . . . . . . . . . . . . . . . .  51

                                   ARTICLE VI

Section 6.01     Assumption Agreements . . . . . . . . . . . . . . . . . . . . .  52
Section 6.02     Satisfaction of Mortgages and Release
                 of Mortgage Files . . . . . . . . . . . . . . . . . . . . . . .  53
Section 6.03     Servicing Compensation. . . . . . . . . . . . . . . . . . . . .  54
Section 6.04     Annual Statement as to Compliance . . . . . . . . . . . . . . .  54
Section 6.05     Annual Independent Certified Public
                 Accountants' Servicing Report . . . . . . . . . . . . . . . . .  54
Section 6.06     Purchaser's Right to Examine Company Records. . . . . . . . . .  55

                                   ARTICLE VII

Section 7.01     Company Shall Provide Information as Reasonably
                 Required. . . . . . . . . . . . . . . . . . . . . . . . . . . .  55

                                  ARTICLE VIII

Section 8.01     Indemnification; Third Party Claims . . . . . . . . . . . . . .  56
Section 8.02     Merger or Consolidation of the Company. . . . . . . . . . . . .  56
Section 8.03     Limitation on Liability of the Company and Others . . . . . . .  57
Section 8.04     Company Not to Assign or Resign . . . . . . . . . . . . . . . .  57
Section 8.05     No Transfer of Servicing. . . . . . . . . . . . . . . . . . . .  58

                                   ARTICLE IX

Section 9.01     Events of Default . . . . . . . . . . . . . . . . . . . . . . .  58
Section 9.02     Waiver of Defaults. . . . . . . . . . . . . . . . . . . . . . .  60

                                   ARTICLE X

Section 10.01    Termination . . . . . . . . . . . . . . . . . . . . . . . . . .  60
Section 10.02    Termination without cause . . . . . . . . . . . . . . . . . . .  60

                                   ARTICLE XI

Section 11.01    Successor to the Company. . . . . . . . . . . . . . . . . . . .  60
Section 11.02    Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
Section 11.03    Recordation of Agreement. . . . . . . . . . . . . . . . . . . .  61
Section 11.04    Governing Law . . . . . . . . . . . . . . . . . . . . . . . . .  62
Section 11.05    Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
Section 11.06    Severability of Provisions. . . . . . . . . . . . . . . . . . .  63
Section 11.07    Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
Section 11.08    General Interpretive Principles . . . . . . . . . . . . . . . .  63
Section 11.09    Reproduction of Documents . . . . . . . . . . . . . . . . . . .  64
Section 11.10    Confidentiality of Information. . . . . . . . . . . . . . . . .  64
Section 11.11    Recordation of Assignment of Mortgage . . . . . . . . . . . . .  64
Section 11.12    Assignment by Purchaser . . . . . . . . . . . . . . . . . . . .  64
Section 11.13    No Partnership. . . . . . . . . . . . . . . . . . . . . . . . .  65
Section 11.14    Execution: Successors and Assigns . . . . . . . . . . . . . . .  65
Section 11.15    Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . .  65
Section 11.16    No Solicitation . . . . . . . . . . . . . . . . . . . . . . . .  65
Section 11.17    Closing.. . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
Section 11.18    Cooperation of Company with Reconstitution. . . . . . . . . . .  66


EXHIBITS
  A              Contents of Mortgage File
  B              Custodial Account Letter Agreement
  C              Escrow Account Letter Agreement
  D              Form of Assignment, Assumption and Recognition Agreement
  E              Form of Trial Balance
  F              [reserved]
  G              Request for Release of Documents and Receipt
  H              Company's Underwriting Guidelines
  I              Form of Term Sheet
</TABLE>


(page)
     This is a Purchase, Warranties and Servicing Agreement, dated as of October
23,  2001  and  is  executed between EMC MORTGAGE CORPORATION, as Purchaser (the
"Purchaser"),  and  Cendant  Mortgage  Corporation  ("Cendant  Mortgage")  and
Bishop's  Gate Residential Mortgage Trust (formerly known as Cendant Residential
Mortgage  Trust) (the "Trust," together with Cendant Mortgage, the "Company" and
individually,  each  a  "Company"),  as  the  Company.

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS, Cendant Mortgage is engaged in the business, inter alia, of making
                                                           ----- -----
loans to individuals, the repayment of which is secured by a first lien mortgage
on  such individuals' residences (each, a "Mortgage Loan"). The Trust is engaged
in  the  business  of  purchasing  such Mortgage Loans from Cendant Mortgage and
selling  same  to  investors.

     WHEREAS,  Cendant  Mortgage  has  established certain terms, conditions and
loan  programs,  as  described  in  Cendant  Mortgage's Program and Underwriting
Guidelines  (the "Company Guide") and Purchaser may purchase Mortgage Loans that
comply  with  the  terms  of  such  terms,  conditions  and  loan  programs. The
applicable provisions of the Cendant Guide are attached hereto as Exhibit H. 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,  pursuant  to  the  terms  of a letter
agreement,  which  may be executed from time to time, by and between the Company
and  the  Purchaser  (the  "Confirmation").

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

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

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


(page)
                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

     Section  1.01`     Defined  Terms.
                        --------------

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

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

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

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

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

     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.

     Business  Day:  Any  day  other  than:  (i) a Saturday or Sunday, or (ii) a
     -------------
legal  holiday  in the States of New York or New Jersey, or (iii) a day on which
banks in the States of New York or New Jersey 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, which are expected to be the dates set forth in the related
Confirmation.

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

     Company:   Cendant  Mortgage  Corporation,  its  successors in interest and
     -------
assigns,  as  permitted  by  this  Agreement.

     Company's  Officer's  Certificate:  A certificate signed by the Chairman of
     ---------------------------------
the  Board,  President,  any  Vice President or Treasurer of Company stating the
date  by  which  Company  expects  to  receive  any  missing  documents sent for
recording  from  the  applicable  recording  office.

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

     Confirmation:  As  defined  in  the  Recitals  to  this  Agreement.
     ------------

     Cooperative:   A  corporation  that  has  been  formed  for  the purpose of
     -----------
cooperative  apartment  ownership.

     Cooperative  Loan:  A Mortgage Loan secured with cooperative shares and the
     -----------------
related  Proprietary  Lease.

     Cooperative  Shares:   Stock,  shares  or  membership  certificates  in  a
     -------------------
Cooperative.

     Cooperative Unit:  A specific dwelling unit in a Cooperative Building as to
     ----------------
which  exclusive  occupancy  rights  have been granted pursuant to a Proprietary
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 "Cendant Mortgage
Corporation,  in  trust for the Purchaser, Owner of 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  FDIC  insured  depository  institution,  or 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 " Cendant Mortgage
Corporation,  in  trust  for the Purchaser, Owner of Mortgage Loans, and various
Mortgagors"  and shall be established in an Eligible Account, in the name of the
Person  that  is  the  "Purchaser"  with  respect to the related Mortgage Loans.

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

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

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

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

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

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

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

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

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

     GAAP:  Generally  accepted  accounting  principles,  consistently  applied.
     ----

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

     Index:  With  respect  to  each adjustable rate Mortgage Loan, on each Rate
     -----
Adjustment  Date,  the  applicable  rate  index  set  forth on the Mortgage Loan
Schedule,  which  shall  be  an  index described on such Mortgage Loan Schedule.

     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.  For  purposes  of  a
Cooperative  Loan,  references  to  "Mortgage"  herein  shall include a security
agreement.

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

     Mortgage  Impairment  Insurance  Policy:  A  mortgage impairment or blanket
     ---------------------------------------
hazard  insurance  policy  as  required  by  Section  4.11.

     Mortgage  Interest  Rate:  The annual rate at which interest accrues on any
     ------------------------
Mortgage  Loan  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;  for adjustable rate Mortgage Loans, 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;

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

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

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

     (23)     reserved;

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

     (25)     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  for  an
adjustable  rate  Mortgage  Loan;

     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. For Cooperative
Loans,  the  term  "Mortgaged  Property"  shall  include the "Cooperative Unit".

     Mortgagor:  The  obligor  on  a  Mortgage  Note.
     ---------

     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.

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

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

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

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

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

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

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

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

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

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

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

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

     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  therefore 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  fee  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.

     Proprietary Lease:  The proprietary lease or occupancy agreement related to
     -----------------
Cooperative  Shares conferring exclusive occupancy rights to a Cooperative Unit.

     Purchase  Price:  As  defined  in  Section  2.02.
     ---------------

     Purchaser:  EMC  Mortgage  Corporation,  its  successors  in  interest  and
     ---------
assigns.

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

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

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

     Recognition  Agreement:   With  respect to a Cooperative Loan, an agreement
     -----------------------
between  the Cooperative and the lender, establishing the rights and obligations
of both parties in the event of a default by the Mortgagor as tenant-shareholder
under  the  related  Proprietary  Lease,  together  with  any  modifications  or
amendments  thereof.

     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  outstanding  principal  balance of the Mortgage Loan, 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.

     Servicer:  Cendant  Mortgage  Corporation
     --------

     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:  The Servicing Fee Rate shall be at the rate per annum
     -------------------
set  forth  in  the  Term  Sheet.

     Servicing  File:  With  respect to each Mortgage Loan, the file retained by
     ---------------
the Servicer 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 Servicer involved in, or responsible
     -----------------
for,  the  administration and servicing of the Mortgage Loans whose name appears
on  a  list of servicing officers furnished by the 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  Servicer  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 related 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
Servicer  does hereby agree to directly service the Mortgage Loans listed on the
related Mortgage Loan Schedule attached to the related Term Sheet subject to the
terms of this Agreement and the related Term Sheet.  The rights of the Purchaser
to  receive  payments with respect to the related Mortgage Loans shall be as set
forth  in  this  Agreement.

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

     As  of  the  related Closing Date, the Company sold, transferred, assigned,
set over and conveyed to the Purchaser, without recourse, and the Company hereby
acknowledges  that the Purchaser has, but subject to the terms of this Agreement
and  the related Term Sheet, all the right, title and interest of the Company in
and  to  the  Mortgage  Loans.  Company  will  deliver the Mortgage Files to the
Custodian designated by Purchaser, on or before the related Closing Date, at the
expense of the Company.  The Servicer 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  Servicer  is  at the will of the
Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such
retention  and possession by the Servicer 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 Servicer in trust for the benefit of the
Purchaser as the owner of the Mortgage Loans.  Any portion of the Mortgage Files
retained  by  the  Servicer  shall be appropriately identified in the Servicer'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 Servicer'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 has been reflected on the Company's balance
sheet  and  other  financial statements as a sale of assets by the Company.  The
Company shall be responsible for maintaining, and shall maintain, a complete set
of  books  and  records  for  the  Mortgage  Loans  that  shall be appropriately
identified  in the Company's computer system to clearly reflect the ownership of
the  Mortgage  Loan by the Purchaser.  In particular, the Company shall maintain
in  its  possession,  available for inspection by the Purchaser, or its designee
and  shall deliver to the Purchaser upon demand, evidence of compliance with all
federal, state and local laws, rules and regulations, and requirements of Fannie
Mae  or  FHLMC,  as applicable, including but not limited to documentation as to
the  method used in determining the applicability of the provisions of the Flood
Disaster  Protection  Act  of  1973,  as  amended,  to  the  Mortgaged Property,
documentation  evidencing  insurance  coverage  of  any  condominium  project as
required  by Fannie Mae or FHLMC, and periodic inspection reports as required by
Section  4.13.  To  the  extent  that  original  documents  are not required for
purposes of realization of Liquidation Proceeds or Insurance Proceeds, documents
maintained  by  the  Company  may  be  in  the  form of microfilm or microfiche.

     The  Servicer  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
FDIC  and  other  similar  entities,  access, during normal business hours, upon
reasonable  advance  notice  to  Company  and  without charge to Company or such
supervisory  agents  or  examiners,  to any documentation regarding the Mortgage
Loans  that  may  be  required  by  any  applicable  regulator.

     Section  2.06.     Transfer  of  Mortgage  Loans.
                        -----------------------------

     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) and (1), (2), (3), (4), (5), (6), (7), (8) and (9)
for  Cooperative  Loans 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  by  Company  and  serviced  by Servicer in accordance with all legal
requirements  and  with  prudent  mortgage  banking  practices  and  accounting
principles;  guard  against  dishonest, fraudulent, or negligent acts; and guard
against  errors  and  omissions  by  officers,  employees,  or  other authorized
persons.

     Section  2.09     Near-term  Principal  Prepayments;  Near  Term  Payment
                       -------------------------------------------------------
                       Defaults
                       --------

     In the event any Principal Prepayment is made by a Mortgagor on or prior to
three  months  after  the  related  Closing Date, the Company shall remit to the
Purchaser  an  amount  equal  to  the  excess,  if  any,  of  the Purchase Price
Percentage over par multiplied by the amount of such Principal Prepayment.  Such
remittance  shall  be  made  by the Company to Purchaser no later than the third
Business  Day  following  receipt  of  such Principal Prepayment by the Company.
Company  shall  retain  any  prepayment  fee  collected  from  the  borrower  in
connection  with  such  Prepaid Loan for which the Company is obligated to remit
the  Premium  to  Purchaser.

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

     (a)     Cendant  Mortgage Corporation is an entity, duly organized, validly
existing  and  in  good  standing  under the laws of the State of New Jersey and
Bishop's  Gate  Residential  Mortgage  Trust  is  a Delaware Business Trust duly
organized  validly  existing and in good standing under the laws of the State of
Delaware.  Both entities have all licenses necessary to carry out their business
as  now  being conducted, and are licensed and qualified to transact business in
and  are  in  good  standing under the laws of each state in which any Mortgaged
Property  is  located  or  are  otherwise  exempt under applicable law from such
licensing or qualification or are otherwise not required under applicable law to
effect  either  licensing  or  qualification and no demand for such licensing or
qualification  has  been  made upon either Company by any such state, and in any
event  such  Company  is  in  compliance  with the laws of any such state to the
extent  necessary  to  ensure  the  enforceability of each Mortgage Loan and the
servicing  of the Mortgage Loans in accordance with the terms of this Agreement;

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

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

     (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 or servicing 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  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,  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  Servicer to perform 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)     Cendant  Mortgage  has  delivered  to  the  Purchaser  financial
statements  as  to  its  last  two  fiscal  years. Except as has previously been
disclosed  to  the  Purchaser  in  writing: (a) such financial statements fairly
present  the  results  of  operations and changes in financial position for such
period  and the financial position at the end of such period of Cendant Mortgage
and  its  subsidiaries;  and (b) such financial statements are true, correct and
complete  as of their respective dates and have been prepared in accordance with
generally  accepted  accounting  principles  consistently applied throughout the
periods  involved  except  as  set  forth  in  the  notes thereto. The Trust has
delivered  to the Purchaser financial statements as to its last two fiscal years
(the "Trust Financials") and such Trust Financials fairly present the results of
operations  and  changes in financial position for such period and the financial
position  at  the end of such period of the Trust. Except as has previously been
disclosed  to  the Purchaser in writing , there has been no change in such Trust
Financials  since  their  date  and  the  Trust  is  not  aware of any errors or
omissions  therein;

     (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)     Intentionally  Omitted;

     (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 since the origination of 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 (and maintenance
charges with respect to Cooperative Loans) 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 an insurer acceptable under the Fannie Mae or
FHLMC  Guides, against loss by fire, hazards of extended coverage and such other
hazards  as  are  provided  for in the Fannie Mae or FHLMC Guide, as well as all
additional  requirements  set  forth in Section 4.10 of this Agreement. All such
standard  hazard  policies  are  in full force and effect and contain a standard
mortgagee  clause  naming the Company and its successors in interest and assigns
as  loss  payee  and such clause is still in effect and all premiums due thereon
have  been  paid.  If  required by the Flood Disaster Protection Act of 1973, as
amended,  the  Mortgage  Loan is covered by a flood insurance policy meeting the
requirements  of  the current guidelines of the Federal Insurance Administration
which  policy  conforms  to  Fannie  Mae  or  FHLMC requirements, as well as all
additional  requirements  set  forth  in  Section  4.10 of this Agreement.  Such
policy was issued by an insurer acceptable under Fannie Mae or FHLMC guidelines.
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 therefore 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; 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. None of the Mortgage Loans are classified as a
(a)  a  "high  cost"  loan under the Home Ownership and Equity Protection Act of
1994  or  (b)  a  "high  cost", "threshold", or "predatory" loan under any other
applicable  state,  federal  or  local  law;

     (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)     (i)  With  respect  to  each Mortgage Loan other than a Cooperative
Loan,  the Mortgage is a valid, subsisting, enforceable and perfected first lien
or first priority ownership interest in an estate in fee simple 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;  and  (ii)  with respect to each Cooperative Loan, the
Mortgage  creates  a  first  lien  or  first  priority  interest on the property
securing  the related Mortgage Note, free and clear of all adverse claims, liens
and  encumbrances  having  priority over the first lien of the Mortgage, subject
only  to  (a) the lien of the related Cooperative housing corporation for unpaid
assessments,  (b)  the related Proprietary Lease being subordinated or otherwise
subject  to  the  mortgage  on  the  related Cooperative building, and (c) other
matters  to  which  like properties are commonly subject which do not materially
interfere  with  the  benefits  of  the  security intended to be provided by the
Mortgage  or the use, enjoyment, value or marketability of the related Mortgaged
Property;

     (k)     The Mortgage Note and the related Mortgage are original and genuine
(including  in  the  case  of  a  Cooperative  Loan, the Cooperative Shares, the
Proprietary  Lease, and the Recognition Agreement ) 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 and with respect to a
Cooperative  Loan, the related Proprietary Lease and Recognition Agreement.  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 prior to the Cut-off Date provided that, with
                                                             --------
respect  to  any  Mortgage  Loan  originated  within  the  previous  120  days,
alterations  and  repairs  with respect to the related Mortgaged Property or any
part thereof may have required an escrow of funds in an amount sufficient to pay
for  all  outstanding  work  within 120 days of the origination of such Mortgage
Loan,  and,  if so, such funds are held in escrow by the Seller, a title company
or  other  escrow  agent.  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  or  the  related  Cooperative Unit or
Cooperative  Building 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,  unless  Purchaser  has agreed in writing to purchase a Mortgage Loan
that  does  not  conform  with  Exhibit  H,  in which case the Mortgage Loan was
originated  in  conformity  with  the  guidelines provided by Purchaser for that
Mortgage Loan. As to each adjustable rate Mortgage Loan, the Mortgage Loan bears
interest  at  an  adjustable  rate  as  set  forth  in the related Mortgage Loan
Schedule.  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 (and in the case of a Cooperative Loan, the
Cooperative Unit thereto) 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  or  the Cooperative Unit or
Cooperative  Building.  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.
All  parties doing business under an assumed name have had such name approved in
each  jurisdiction  where  such  approval  is  required;

     (w)     The  related  Mortgage  Note is not and has not been secured by any
collateral  except  the  lien  of  the  corresponding  Mortgage and the security
interest  of  any  applicable security agreement or chattel mortgage referred to
above  and  such collateral does not serve as security for any other obligation;

     (x)     The  Mortgagor has received and has executed, where applicable, all
disclosure  materials  required  by applicable law with respect to the making of
such  mortgage  loans;

     (y)     The  Mortgage  Loan does not contain balloon or "graduated payment"
features;  No  Mortgage  Loan  is subject to a buydown agreement or contains any
buydown  provision;

     (z)     The  Mortgagor  is  not  in  bankruptcy  and,  the Mortgagor is not
insolvent  and  the  Company has no knowledge of any circumstances or conditions
with  respect  to  the  Mortgage,  the  Mortgaged Property, the Mortgagor or the
Mortgagor's credit standing that could reasonably be expected to cause investors
to  regard  the  Mortgage Loan as an unacceptable investment, cause the Mortgage
Loan  to  become  delinquent,  or  materially  adversely  affect  the  value  or
marketability  of  the  Mortgage  Loan;

     (aa)     Each  Mortgage  Loan  bears  interest based upon a thirty (30) day
month  and  a three hundred and sixty (360) day year. The Mortgage Loans have an
original  term  to  maturity  of  not more than thirty (30) years, with interest
payable  in  arrears on the first day of each month.  As to each adjustable rate
Mortgage  Loan,  on  each applicable Adjustment Date, the Mortgage Interest Rate
will  be  adjusted  to  equal  the sum of the Index, plus the applicable Margin;
provided,  that  the Mortgage Interest Rate, on each applicable Adjustment Date,
will  not  increase  by  more than the Initial Rate Cap or Periodic Rate Cap, as
applicable.  Over  the  term  of  each 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.  Each  Mortgage  Note  requires a monthly payment which is sufficient (a)
during  the  period prior to the first adjustment 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  Adjustment  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 provisions which would
result  in  negative  amortization.  None  of  the  Mortgage  Loans  contain  a
conversion  feature which would cause the Mortgage Loan interest rate to convert
to  a  fixed  interest  rate.  None  of  the  Mortgage  Loans  are  considered
agricultural  loans;

     (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  (other than any Mortgage Loan
constituting  either  a  "Custom Finance A-", "Foreign National; Non-Warrantable
Condominium,"  "Condotels", or "BASF 100% Guaranty", all has been defined in the
Underwriting Guidelines attached as Exhibit H) 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  in  the  following  amounts:

<TABLE>
<CAPTION>
FIXED RATE MORTGAGES   15 YEAR MORTGAGES              30 YEAR MORTGAGES
-----------------------------------------------------------------------------------
<S>                    <C>                            <C>
                       As set forth below coverage    As set forth below coverage
                       of no less than ___%           of no less than __%
                       of  Stated Principal Balance   of  Stated Principal Balance
</TABLE>

<TABLE>
<CAPTION>
FIXED RATE MORTGAGES  15 YEAR MORTGAGES   30 YEAR MORTGAGES
------------------------------------------------------------
<S>                   <C>                 <C>
LTVs  90.01% - 95%:   25%                 30%
LTVs  85.01% - 90%:   12%                 25%
LTVs  80.01% - 85%:   6%                  12%
</TABLE>

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)     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 (except for a Cooperative Loan)
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  condominium  unit  or  planned unit development conforms with the Company's
underwriting  guidelines.  As  of  the  date  of  origination, no portion of any
Mortgaged  Property  is  used for commercial purposes, and since the Origination
Date,  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. For adjustable rate Mortgage Loans, the 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 Mortgaged
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)     Intentionally  Omitted;

     (rr)     With  respect  to  each  Mortgage  Loan  that has a prepayment fee
feature,  each  such  prepayment  fee is enforceable and will be enforced by the
Company  and  each  prepayment  fee  is permitted pursuant to federal, state and
local law. No Mortgage Loan will impose a prepayment fee 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 Mortgaged 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 any adjustable rate Mortgage Loan 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 adjustable rate 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.

     (xx)     With respect to each Cooperative Loan (i) there is no provision in
the  Proprietary Lease which requires the Mortgagor to offer for sale the shares
owned  by  such  Mortgagor  first  to  the Cooperative for a price less than the
outstanding  amount  of  the  Cooperative Loan, (ii) there is no prohibition the
Proprietary  Lease  against  pledging  such  shares or assigning the Proprietary
Lease  that  has  been  violated  in  connection  with  the  origination  of the
Cooperative  Loan,  and  (iii)  the  Recognition  Agreement  provided  by  the
Cooperative  is  substantially  in the form of the "AZTECH" form of agreement or
includes  provisions  which are not materially less favorable to the lender than
those  of  such  AZTECH  form  of  agreement;

     (yy)     With  respect  to each Cooperative Loan, as of the closing of such
Cooperative  Loan,  the  Company  obtained  evidence  that,  if  the Cooperative
Building  is  in a federally designated flood area, a flood insurance policy has
been  obtained  in  an amount equal to at least that required by applicable law,
which  insurance  the  Cooperative is obligated to maintain at the Cooperative's
cost  and  expense;

     (zz)     With  respect  to  each  Cooperative Loan, as of the Closing Date,
such  Cooperative  Loan is secured by shares held by a "tenant-stockholder" of a
corporation  that qualifies as a "cooperative housing corporation" as such terms
are  defined  in  Section  216  (b) (1) of the Internal Revenue Code of 1986, as
amended,  and  to the best of the Company's knowledge, no Cooperative is subject
to  proceedings which would, if adversely determined, result in such Cooperative
losing  its  status as a "cooperative housing corporation" under Section 216 (b)
(1)  of  the  Internal  Revenue  Code  of  1986,  as  amended;  and

     (aa)     With  respect  to  each  Cooperative  Loan,  the  related Mortgage
creates  a  perfected  first-priority  security  interest  in  the  stock in the
Cooperative and the Proprietary Lease of the related Cooperative Unit which were
pledged  to  secure  such  Cooperative  Loan,  and  the  Cooperative  owns  the
Cooperative  building as an estate in fee simple in real property or pursuant to
a  lease  hold  acceptable  to  Fannie  Mae.

     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, or the party
discovering  such breach shall give prompt written notice to the other.  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 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 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, subject to Purchaser's acceptance of such substitute
Loan,  which  Loan  must  comply  with  all  of  Company's  representations  and
warranties  contained  herein.  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.

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

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

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

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

     Section  3.04     Representations  and  Warranties  of  the  Purchaser.
                       -----------------------------------------------------

     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     Servicing;  General.
                       -------------------

     The  Servicer,  as  independent  contract  servicer,  shall  service  and
administer  the  Mortgage  Loans  in  accordance  with  all  applicable laws and
regulations,  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  Servicer  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  Servicer 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
Servicer  may  waive, modify or vary any term of any Mortgage Loan or consent to
the  postponement  of  any  such  term  or in any manner grant indulgence to any
Mortgagor  if in the 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 Servicer 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 Servicer shall be entitled to reimbursement for such advances to
the  same  extent  as  for all other advances pursuant to Section 4.05.  Without
limiting  the  generality  of the foregoing, the Servicer shall continue, and is
hereby  authorized  and  empowered,  to  prepare,  execute  and  deliver,  all
instruments  of  satisfaction  or  cancellation,  or of partial or full release,
discharge  and  all  other  comparable instruments, with respect to the Mortgage
Loans  and  with  respect  to the Mortgaged Properties. Notwithstanding anything
herein  to the contrary, the Servicer 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 in this Agreement to the contrary, if any Mortgage
Loan  becomes  subject to a Pass-Through Transfer, the Servicer (a) with respect
to  such  Mortgage  Loan, shall not permit any modification with respect to such
Mortgage  Loan  that  would  change the Mortgage Interest Rate and (b) shall not
(unless  the  Mortgagor is in default with respect to such Mortgage Loan or such
default  is,  in  the  judgment  of the Company, reasonably foreseeable) make or
permit  any  modification, waiver or amendment of any term of such Mortgage Loan
that would both (i) effect an exchange or reissuance of such Mortgage Loan under
Section  1001  of  the Code (or Treasury regulations promulgated thereunder) and
(ii)  cause  any  REMIC  to  fail  to  qualify  as a REMIC under the Code or the
imposition  of any tax on "prohibited transactions" or "contributions" after the
startup  date  under  the  REMIC  Provisions.

     Prior  to taking any action with respect to the Mortgage Loans subject to a
Pass-Through  Transfer,  which  is  not  contemplated  under  the  terms of this
Agreement,  the  Servicer  will  obtain  an Opinion of Counsel acceptable to the
trustee  in such Pass-Through Transfer with respect to whether such action could
result  in  the imposition of a tax upon any REMIC (including but not limited to
the  tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and  the  tax  on  contributions  to a REMIC set forth in Section 860G(d) of the
Code)(either  such  event, an "Adverse REMIC Event"), and the Servicer shall not
take  any  such  actions  as  to which it has been advised that an Adverse REMIC
Event  could  occur.

     The  Servicer  shall not permit the creation of any "interests" (within the
meaning of Section 860G of the Code) in any REMIC.  The Servicer 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 Servicer 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
Servicer  as  servicer.

     The  Mortgage  Loans  may  be subserviced by a Subservicer on behalf of the
Servicer 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  Servicer  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 Servicer of
the  Subservicer  shall  not  release  the  Servicer from any of its obligations
hereunder  and  the Servicer shall remain responsible hereunder for all acts and
omissions  of  the Subservicer as fully as if such acts and omissions were those
of the Company.  The Servicer shall pay all fees and expenses of the Subservicer
from  its  own  funds,  and the Subservicer's fee shall not exceed the Servicing
Fee.  Servicer  shall  notify Purchaser promptly in writing upon the appointment
of  any  Subservicer.

     At the cost and expense of the Servicer, without any right of reimbursement
from  the  Custodial  Account,  the  Servicer shall be entitled to terminate the
rights  and  responsibilities  of  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 Servicer 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  Servicer  shall  pay  all fees, expenses or
penalties necessary in order to terminate the rights and responsibilities of the
Subservicer  from  the  Servicer's  own  funds  without  reimbursement  from the
Purchaser.

     Notwithstanding  any  of  the  provisions  of  this  Agreement  relating to
agreements  or  arrangements  between  the  Servicer  and the Subservicer or any
reference  herein  to  actions  taken  through the Subservicer or otherwise, the
Servicer  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 Servicer shall
be  entitled to enter into an agreement with the Subservicer for indemnification
of the Servicer by the Subservicer and nothing contained in this Agreement shall
be  deemed to limit or modify such indemnification.  The Servicer 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 Servicer 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  Servicer  pursuant  to this
Agreement, the Servicer 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 Servicer 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  Servicer 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  Servicer waive its right to any prepayment fee or
premium  without  the  prior  written consent of Purchaser and Servicer will use
diligent  efforts  to  collect same when due except as otherwise provided in the
prepayment  penalty  rider  to  the  Mortgage.

     Section  4.03     Realization  Upon  Defaulted  Mortgage
                       --------------------------------------

     The  Servicer  shall  use  its best efforts, consistent with the procedures
that  the  Servicer 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  Servicer  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  Servicer  shall not be required to expend its own funds toward the
restoration  of  such  property  unless it shall determine in its discretion (i)
that  such  restoration will increase the proceeds of liquidation of the related
Mortgage  Loan to the Purchaser after reimbursement to itself for such expenses,
and  (ii)  that  such  expenses  will  be  recoverable  by  the Servicer through
Insurance  Proceeds or Liquidation Proceeds from the related Mortgaged Property,
as  contemplated  in  Section  4.05.  Servicer  shall  obtain  prior approval of
Purchaser as to repair or restoration expenses in excess of ten thousand dollars
($10,000).  The  Servicer  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 Servicer 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 Servicer 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 Servicer 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  Servicer 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 Servicer 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  Servicer shall on the date said termination takes
effect  be  reimbursed for any unreimbursed advances of the Company's funds made
pursuant  to  Section 5.03 and any unreimbursed Servicing Advances and Servicing
Fees  in  each  case  relating  to  the Mortgage Loan underlying such delinquent
Mortgage  Loan  notwithstanding  anything  to  the contrary set forth in Section
4.05.  In  the  event  of  any such termination, the provisions of Section 11.01
hereof  shall  apply  to  said  termination  and  the  transfer  of  servicing
responsibilities  with respect to such delinquent Mortgage Loan to the Purchaser
or  its  designee.

     In  the event that a Mortgage Loan becomes part of a REMIC, and becomes REO
Property, such property shall be disposed of by the Company, with the consent of
Purchaser  as required pursuant to this Agreement, before the close of the third
taxable year following the taxable year in which the Mortgage Loan became an REO
Property,  unless  the  Servicer  provides  to  the  trustee under such REMIC an
opinion  of  counsel  to  the  effect  that  the  holding  of  such REO Property
subsequent  to the close of the third taxable year following the taxable year in
which  the  Mortgage  Loan  became  an  REO  Property,  will  not  result in the
imposition  of  taxes on "prohibited transactions" as defined in Section 860F of
the  Code,  or  cause  the transaction to fail to qualify as a REMIC at any time
that certificates are outstanding.  Servicer shall manage, conserve, protect and
operate  each  such  REO  Property  for  the  certificate holders solely for the
purpose of its prompt disposition and sale in a manner which does not cause such
property  to  fail  to  qualify  as "foreclosure property" within the meaning of
Section 860F(a)(2)(E) of the Code, or any "net income from foreclosure property"
which  is  subject to taxation under the REMIC provisions of the Code.  Pursuant
to  its  efforts  to  sell  such  property,  the Servicer shall either itself or
through  an agent selected by Company, protect and conserve such property in the
same  manner  and  to  such an extent as is customary in the locality where such
property  is  located.  Additionally, Servicer shall perform the tax withholding
and  reporting  related  to  Sections  1445  and  6050J  of  the  Code.

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

     The  Servicer  shall  segregate  and  hold all funds collected and received
pursuant  to each Mortgage Loan separate and apart from any of its own funds and
general  assets and shall establish and maintain one or more Custodial Accounts.
The  Custodial  Account  shall  be  an  Eligible Account. Funds deposited in the
Custodial Account, which shall be deposited within 24 hours of receipt, 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 Servicer in accordance
with  Section 4.05.  The creation of any Custodial Account shall be evidenced by
a  letter agreement in the form shown in Exhibit B hereto.  The original of such
letter  agreement  shall  be furnished to the Purchaser on the Closing Date, and
upon  the  request  of  any  subsequent  Purchaser.

     The  Servicer  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  (with  respect to the portion of Principal Prepayments constituting
prepayment  penalties,  adjusted  to  one  half  of  any  amount received by the
Servicer  that represents a prepayment penalty with respect to a Mortgage Loan),
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 Servicer in connection
with  any REO Property pursuant to Section 4.13 and in connection therewith, the
Servicer  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 Servicer 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  therefore;  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
Servicer  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  Servicer  and  the  Servicer  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  Servicer  may,  from time to time, withdraw from the Custodial Account
for  the  following  purposes:

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

     (ii)     to  reimburse  itself for Monthly Advances, the Company's right to
reimburse  itself  pursuant  to  this  subclause  (ii)  being limited to amounts
received  on  the related Mortgage Loan which represent late collections (net of
the  related  Servicing  Fees) of principal and/or interest respecting which any
such  advance  was  made,  it  being  understood  that,  in  the  case  of  such
reimbursement,  the  Company's right thereto shall be prior to the rights of the
Purchaser,  except that, where the Servicer 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;  and

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

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

     The  Servicer  shall  segregate  and  hold all funds collected and received
pursuant  to  each  Mortgage  Loan which constitute Escrow Payments separate and
apart  from  any  of  its  own  funds and general assets and shall establish and
maintain  one  or more Escrow Accounts.  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  Servicer  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  Servicer 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 Servicer 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 Servicer
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  Servicer  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  Servicer for any Servicing Advance made by Servicer
with  respect  to  a related Mortgage Loan but only from amounts received on the
related  Mortgage  Loan  which  represent late payments or collections of Escrow
Payments  thereunder;

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

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

     The  Servicer  will  maintain  in  full  force  and effect Primary Mortgage
Insurance  Policies  issued by a Qualified Insurer with respect to each Mortgage
Loan  for  which  such  coverage  is  herein  required.  Such  coverage  will be
terminated only with the approval of Purchaser, or as required by applicable law
or  regulation.  The  Servicer  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 Servicer 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 Servicer would
have been covered thereunder.  In connection with any assumption or substitution
agreement  entered  into  or  to  be  entered into pursuant to Section 6.01, the
Servicer  shall  promptly  notify the insurer under the related Primary Mortgage
Insurance  Policy,  if  any,  of such assumption or substitution of liability in
accordance with the terms of such policy and shall take all actions which may be
required  by  such  insurer as a condition to the continuation of coverage under
the  Primary  Mortgage  Insurance  Policy.  If  such  Primary Mortgage Insurance
Policy  is  terminated  as  a  result  of  such  assumption  or  substitution of
liability,  the  Servicer  shall obtain a replacement Primary Mortgage Insurance
Policy  as  provided  above.

     In  connection  with  its  activities  as  servicer, the Servicer agrees to
prepare  and  present,  on  behalf  of  itself  and the 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 Servicer under any
Primary  Mortgage  Insurance Policy shall be deposited in the Custodial Account,
subject  to  withdrawal  pursuant  to  Section  4.05.

     Section  4.09     Transfer  of  Accounts.
                       ----------------------

     The  Servicer may transfer the Custodial Account or the Escrow Account to a
different  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  Servicer  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  Servicer  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  Servicer  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 Servicer shall immediately force place the required
flood  insurance  on the Mortgagor's behalf. The Servicer 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  Servicer  under any such
policies other than amounts to be deposited in the Escrow Account and applied to
the restoration or repair of the Mortgaged Property or REO Property, or released
to  the  Mortgagor  in  accordance  with  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 Servicer 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  Servicer  and  its successors and/or assigns and shall provide for at least
thirty days prior written notice of any cancellation, reduction in the amount or
material  change  in  coverage to the Company.  The Servicer shall not interfere
with the Mortgagor's freedom of choice in selecting either his insurance carrier
or  agent,  provided,  however,  that  the  Servicer  shall  not accept any such
insurance  policies from insurance companies unless such companies are Qualified
Insurers.

     Section  4.11     Maintenance  of  Mortgage  Impairment
                       -------------------------------------
                       Insurance  Policy.
                       -----------------

     In  the  event that the Servicer shall obtain and maintain a blanket policy
issued  by  an insurer acceptable to Fannie Mae or FHLMC insuring against hazard
losses  on  all  of the Mortgage Loans, then, to the extent such policy provides
coverage  in an amount equal to the amount required pursuant to Section 4.10 and
otherwise  complies  with  all  other  requirements  of  Section  4.10, it shall
conclusively be deemed to have satisfied its obligations as set forth in Section
4.10,  it  being understood and agreed that such policy may contain a deductible
clause, in which case the Servicer shall, in the event that there shall not have
been  maintained  on  the  related  Mortgaged  Property or REO Property a policy
complying  with  Section 4.10, and there shall have been 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
Servicer 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 Servicer 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  Servicer  shall  maintain, at its own expense, a blanket fidelity bond
and  an  errors  and  omissions  insurance  policy,  with  broad  coverage  with
responsible  companies on all officers, employees or other persons acting in any
capacity  with regard to the Mortgage 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 Servicer
against  losses,  including  forgery,  theft,  embezzlement  and  fraud  of such
persons.  The  errors  and  omissions  insurance  shall  protect  and insure the
Servicer  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  Servicer  against losses in connection with the failure to maintain
any  insurance  policies  required pursuant to this Agreement and the release or
satisfaction  of  a Mortgage Loan without having obtained payment in full of the
indebtedness  secured  thereby.  No provision of this Section 4.12 requiring the
Fidelity  Bond  or  errors and omissions insurance shall diminish or relieve the
Servicer  from  its  duties and obligations as set forth in this Agreement.  The
minimum  coverage  under  any  such  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  Servicer  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 Servicer 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,  Servicer  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
Servicer  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  Servicer  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  Servicer  receives  notice  of  such
consummation),  together  with a copy of the drive by appraisal or brokers price
opinion  of the Mortgaged Property obtained in connection with such acquisition,
and  thereafter  assume  the  responsibility  for marketing such REO property in
accordance  with  Accepted  Servicing Practices.  Thereafter, the Servicer shall
continue to provide certain administrative services to the Purchaser relating to
such  REO Property as set forth in this Section 4.13.  No Servicing Fee shall be
assessed  or  otherwise  accrue  on  any REO Property from and after the date on
which  it  becomes  an  REO  Property.

     The  Servicer  shall,  either  itself  or  through an agent selected by the
Company,  and in accordance with the Fannie Mae Guides manage, conserve, protect
and  operate  each  REO  Property in the same manner that it manages, conserves,
protects  and operates other foreclosed property for its own account, and in the
same  manner  that  similar property in the same locality as the REO Property is
managed.  The  Servicer  shall  cause each REO Property to be inspected promptly
upon  the  acquisition  of title thereto and shall cause each REO Property to be
inspected  at  least  monthly  thereafter  or more frequently as required by the
circumstances.  The  Servicer shall make or cause to be made a written report of
each  such  inspection.  Such reports shall be retained in the Mortgage File and
copies  thereof  shall  be  forwarded  by  the  Servicer  to  the  Purchaser.

     The  Servicer  shall use its best efforts to dispose of the REO Property as
soon  as  possible and shall sell such REO Property in any event within one year
after title has been taken to such REO Property, unless the Servicer determines,
and  gives  an appropriate notice to the Purchaser to such effect, that a longer
period  is  necessary  for  the  orderly liquidation of such REO Property.  If a
longer period than one (1) year is permitted under the foregoing sentence and is
necessary  to  sell  any  REO Property, the Servicer shall report monthly to the
Purchaser  as  to  the progress being made in selling such REO Property.  No REO
Property  shall be marketed for less than the Appraised Value, without the prior
consent  of  Purchaser.  No REO Property shall be sold for less than ninety five
percent  (95%)  of  its Appraised Value, without the prior consent of Purchaser.
All requests for reimbursement of Servicing Advances shall be in accordance with
the  Fannie Mae Guides.  The disposition of REO Property shall be carried out by
the  Servicer at such price, and upon such terms and conditions, as the Servicer
deems  to  be  in  the  best  interests  of  the Purchaser (subject to the above
conditions)  only  with  the  prior  written consent of the Purchaser.  Servicer
shall  provide  monthly  reports  to Purchaser in reference to the status of the
marketing  of  the  REO  Properties.

     Notwithstanding  anything  to  the contrary contained herein, the Purchaser
may,  at  the Purchaser's sole option, terminate the Servicer as servicer of any
such  REO  Property without payment of any termination fee with respect thereto,
provided  that  the  Servicer shall on the date said termination takes effect be
reimbursed for any unreimbursed advances of the Company's funds made pursuant to
Section  5.03 and any unreimbursed Servicing Advances and Servicing Fees in each
case  relating to the Mortgage Loan underlying such REO Property notwithstanding
anything  to  the  contrary set forth in Section 4.05.  In the event of any such
termination,  the  provisions  of  Section  11.01  hereof  shall  apply  to said
termination  and the transfer of servicing responsibilities with respect to such
REO Property to the Purchaser or its designee.  Within five Business Days of any
such  termination,  the Servicer shall, if necessary convey such property to the
Purchaser and shall further provide the Purchaser with the following information
regarding  the  subject  REO Property: the related drive by appraisal or brokers
price  opinion,  and  copies of any related Mortgage Impairment Insurance Policy
claims.  In  addition, within five Business Days, the Servicer shall provide the
Purchaser with the following information regarding the subject REO Property: the
related  trustee's  deed  upon  sale  and copies of any related hazard insurance
claims,  or  repair  bids.

     Section  4.14     Notification  of  Maturity  Date.
                       --------------------------------

      With respect to each Mortgage Loan, the Servicer 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 Servicer 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 Servicer 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, plus
(iv)  all  amounts received by the Servicer that represent a prepayment fee with
respect  to  a  Mortgage  Loan,  minus  (v)  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  Servicer 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 Servicer of any such interest shall not be
deemed  an  extension of time for payment or a waiver of any Event of Default by
the  Company.  On  each Remittance Date, the Servicer shall provide a remittance
report  detailing  all  amounts  being  remitted  pursuant to this Section 5.01.

     Section  5.02     Statements  to  the  Purchaser.
                       ------------------------------

     The  Servicer  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 Servicer
during  the  prior  distribution  period;

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

     (v)     the aggregate of any expenses reimbursed to the Servicer 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  Servicer  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  Servicer  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 Servicer 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 Servicer 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 Servicer 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.

     The  Company's  obligation to make such Monthly Advances as to any Mortgage
Loan  will continue through the last Monthly Payment due prior to the payment in
full  of  the Mortgage Loan, or through the Remittance Date prior to the date on
which  the Mortgaged Property liquidates (including Insurance Proceeds, proceeds
from  the  sale  of  REO  Property or Condemnation Proceeds) with respect to the
Mortgage  Loan  unless  the Company deems such advance to be nonrecoverable.  In
such event, the Servicer shall deliver to the Purchaser an Officer's Certificate
of  the  Servicer to the effect that an officer of the Servicer 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 Servicer
shall  submit  to  the  Purchaser  a  liquidation  report  with  respect to such
Mortgaged Property in a form mutually acceptable to Servicer and Purchaser.  The
Servicer  shall  also  provide  reports on the status of REO Property containing
such  information  as  Purchaser  may  reasonably  require.


                                   ARTICLE VI

                          GENERAL SERVICING PROCEDURES
                          ----------------------------

     Section  6.01     Assumption  Agreements.
                       ----------------------

     The  Servicer  will,  to  the  extent it has knowledge of any conveyance or
prospective  conveyance  by  any Mortgagor of 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
Servicer shall not exercise any such rights if prohibited by law or the terms of
the  Mortgage  Note from doing so or if the exercise of such rights would impair
or  threaten to impair any recovery under the related Primary Mortgage Insurance
Policy,  if  any.  If  the  Servicer  reasonably  believes  it  is  unable under
applicable  law  to  enforce  such  "due-on-sale"  clause, the 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
Servicer  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  Servicer  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 Servicer 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 Servicer 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 Servicer shall not be deemed to be in default,
breach  or  any  other  violation  of its obligations hereunder by reason of any
assumption  of  a  Mortgage Loan by operation of law or any assumption which the
Servicer  may  be  restricted by law from preventing, for any reason whatsoever.
For  purposes  of  this  Section  6.01,  the term "assumption" is deemed to also
include  a  sale  of  the Mortgaged Property subject to the Mortgage that is not
accompanied  by  an  assumption  or  substitution  of  liability  agreement.

     Section  6.02     Satisfaction  of  Mortgages  and  Release  of
                       ---------------------------------------------
                       Mortgage  Files.
                       ---------------

     Upon  the  payment  in  full  of  any  Mortgage Loan, or the receipt by the
Servicer  of  a  notification  that payment in full will be escrowed in a manner
customary  for such purposes, the Servicer 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
Servicer  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 Servicer 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 Servicer satisfies or releases a Mortgage without having
obtained  payment  in full of the indebtedness secured by the Mortgage or should
it  otherwise  prejudice  any  right  the  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 Servicer
shall maintain the Fidelity Bond and errors and omissions insurance insuring the
Servicer  against  any loss it may sustain with respect to any Mortgage Loan not
satisfied  in  accordance  with  the  procedures  set  forth  herein.

     From  time  to  time and as appropriate for the servicing or foreclosure of
the  Mortgage  Loan,  including  for the purpose of collection under any Primary
Mortgage Insurance Policy, the Purchaser shall, upon request of the Servicer 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  Servicer  to  return the related
Mortgage  documents  to the Purchaser when the need therefore by the Servicer no
longer  exists, unless the Mortgage Loan has been liquidated and the Liquidation
Proceeds  relating  to  the  Mortgage  Loan have been deposited in the Custodial
Account or 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 Servicer
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 Servicer 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 Servicer 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 Servicer
shall  be  required  to  pay  all expenses incurred by it in connection with its
servicing  activities  hereunder  and  shall  not  be  entitled to reimbursement
therefore  except  as  specifically  provided  for.

     Section  6.04     Annual  Statement  as  to  Compliance.
                       -------------------------------------

     The Servicer will deliver to the Purchaser not later than 90 days following
the  end  of each fiscal year of the Servicer beginning in December 31, 2001, an
Officers'  Certificate  stating, as to each signatory thereof, that (i) a review
of  the  activities  of  the  Servicer during the preceding calendar year and of
performance under this Agreement has been made under such officers' supervision,
and  (ii)  to  the  best  of such officers' knowledge, based on such review, the
Servicer  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  Servicer  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 December
31,  2001  the  Servicer at its expense shall cause a firm of independent public
accountants  which  is  a  member  of the American Institute of Certified Public
Accountants to furnish a statement to the 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 Servicer to the Purchaser.  In addition, on
an  annual  basis,  Servicer shall provided Purchaser with copies of its audited
financial  statements.

     Section  6.06     Purchaser's  Right  to  Examine  Servicer
                       -----------------------------------------
                       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
Servicer  or  on  its  behalf  or otherwise, which relates to the performance or
observance  by  the  Servicer  of  the  terms,  covenants  or conditions of this
Agreement.

     The  Servicer  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 the FDIC and other
similar  entities,  access  to any documentation regarding the Mortgage Loans in
the  possession  of  the  Servicer  which  may  be  required  by  any applicable
regulations.  Such  access  shall  be  afforded  without charge, upon reasonable
request,  during normal business hours and at the offices of the Company, and in
accordance  with the federal government, FDIC, or any other similar regulations.


                                   ARTICLE VII

                       REPORTS TO BE PREPARED BY SERVICER
                       ----------------------------------

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

     The  Servicer  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 Servicer 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 Servicer under
this Agreement.  The Servicer 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
Servicer  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 Servicer shall furnish
promptly  to  the  Purchaser or a prospective purchaser copies of the statements
specified  above.

     The  Servicer  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 Servicer has the ability to service the Mortgage
Loans  as  provided  in  this  Agreement.


                                  ARTICLE VIII

                        INDEMNIFICATION; OTHER PROVISIONS
                        ---------------------------------

     Section  8.01     Indemnification;  Third  Party  Claims.
                       --------------------------------------

     The Servicer 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 Servicer 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  related  to  the  breach  of a
representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement.
The Company shall immediately notify the Purchaser if a claim is made by a third
party  against  Company  with  respect  to this Agreement or the Mortgage Loans,
assume (with the consent of the Purchaser) the defense of any such claim and pay
all  expenses  in  connection  therewith, including counsel fees, whether or not
such claim is settled prior to judgment, and promptly pay, discharge and satisfy
any  judgment  or  decree  which  may  be entered against it or the Purchaser in
respect  of  such  claim.  The  Company  shall  follow  any written instructions
received  from the Purchaser in connection with such claim.  The Purchaser shall
promptly  reimburse  the  Company for all amounts advanced by it pursuant to the
two  preceding  sentences  except  when  the claim relates to the failure of the
Company  to  service  and administer the Mortgages in 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 gross 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.
                       -------------------------------------------

     Each  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, 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 therefore from the
Purchaser  upon  written  demand.

     Section  8.04     Company  Not  to  Assign  or  Resign.
                       ------------------------------------

     Each 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 in the case of Servicer, resign it's obligations as Servicer unless
there  is  a  determination  that its duties hereunder are no longer permissible
under  applicable  law and such incapacity cannot be cured by the Servicer.  Any
such determination permitting the resignation of the Servicer shall be evidenced
by an Opinion of Counsel to such effect delivered to the 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
Servicer's  responsibilities and obligations hereunder in the manner provided in
Section  11.01.

     Section  8.05     No  Transfer  of  Servicing.
                       ---------------------------

     With  respect to the retention of the 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  Servicer  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  Servicer  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.

     Section  10.02     Termination  Without  Cause.
                        ---------------------------

     The Purchaser may, at its sole option, terminate any rights the Company may
have  hereunder,  without  cause, upon no less than 90 days written notice.  Any
such  notice  of termination shall be in writing and delivered to the Company as
provided  in  Section  11.05  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.

     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  Confirmation 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:

             Cendant  Mortgage  Corporation
             3000  Leadenhall  Road
             Mount  Laurel,  New  Jersey  08054
             Attention:  Brian  King

     (ii)    if  to  the  Purchaser:

             EMC  Mortgage  Corporation
             Mac Arthur Ridge II,
             909 Hidden Ridge Drive, Suite 200
             Irving, Texas 75038
             Attention:  Mr. Edward Raice
             Telecopier  No.:  (972)  444-2810

             With  a  copy  to:

             Bear  Stearns  Mortgage  Capital  Corporation
             245  Park  Avenue
             New  York,  New  York  10167
             Attention:  Legal  Department

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.

     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  by  Purchaser.
                        -------------------------

     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.

     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 Section 8.04, this Agreement
shall  inure to the benefit of and be binding upon the Company and the Purchaser
and  their  respective  successors  and  assigns.

     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 related Confirmation. The related 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  related  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

     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  Confirmation  and  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,  the related Confirmation and the
related  Term  Sheet;  and

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

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

     Section  11.18.     Cooperation  of  Company  with  a
                         ---------------------------------
                         Reconstitution.
                         --------------

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

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

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

     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
affiliates  for  disclosure  contained  in any offering document relating to the
Company  or its affiliates, the Mortgage Loans and the underwriting standards of
the Mortgage Loans. The Purchaser shall be responsible for the costs relating to
the  delivery  of  such  information.

     All  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.


(page)
     IN  WITNESS  WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of
the  day  and  year  first  above  written.

                                   EMC MORTGAGE CORPORATION
                                        Purchaser

                                   By:
                                       -------------------------
                                   Name:
                                         -----------------------
                                   Title:
                                          ----------------------


                                   CENDANT MORTGAGE CORPORATION
                                     as Company and Servicer

                                   By:
                                       -------------------------
                                   Name:
                                         -----------------------
                                   Title:
                                          ----------------------


                                   BISHOP'S GATE RESIDENTIAL MORTGAGE
                                   TRUST
                                          Company

                                   By:
                                       -------------------------
                                   Name:
                                         -----------------------
                                   Title:
                                          ----------------------


(page)
                                    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 or
under  an  assumed name, the endorsement must be by "[Company] formerly known as
[previous  name]  or [Company dba ____________ ]".  Mortgage Notes may be in the
form  of  a  lost  note  affidavit  subject  to  Purchaser  acceptability.

     2.     The  original  Mortgage (together for adjustable rate Mortgage Loans
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 or
under  an  assumed  name, the Assignment must be by "[Company] formerly known as
[previous  name] or [Company dba ______________, ] respectively. 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.


(page)
     With  respect  to  each Cooperative Loan, the Mortgage Loan Documents 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 the Custodian pursuant to Sections 2.02 and
2.04  of  this  Agreement.

     1.   The  original  security  agreement  (the  "Security  Agreement").

     2.   The  original assignment of the Security Agreement to Purchaser, as in
          form  and substance acceptable for recording and signed in the name of
          the  last  endorsee  by  an  authorized  officer.

     3.   The  originals  of  all  intervening  assignments  of  the  Security
          Agreement,  if  any.

     4.   Original  Form  UCC-1  with evidence of filing thereon entered into by
          the  Mortgagor  with  respect  to  such  Mortgage  Loan,  which should
          indicate  the  unit  number  or  other identification of the Mortgaged
          Property  subject to the Proprietary Lease, the name of the debtor and
          the  address  of  the  Cooperative  building.

     5.   Original  Form  UCC-3 in blank assigning the security interest covered
          by  the  Form  UCC-1  referred  to  above.

     6.   Stock  certificates(s)  representing  the  stock  allocated  to  the
          Cooperative  Unit  in  the  Cooperative  pledged  with respect to such
          Mortgage  Loan  with  a  stock  power  in  blank.


     7.   The  original  Recognition  Agreement  of the interests of the Company
          with  respect  to  the  Mortgage Loan by the Cooperative, the stock of
          which  was  pledged  in respect of such Mortgage Loan, in the standard
          "AZTECH"  form  or  a form containing provisions not less favorable to
          the  lender  than  are  contained  in  such  a  standard  AZTECH form.

     8.   The  collateral  assignment  of  the  Proprietary  Lease.

     9.   A  copy  of  any  power  of  attorney.


(page)
                                    EXHIBIT B
                                    ---------

                       CUSTODIAL ACCOUNT LETTER AGREEMENT

                              ______________, 2001

To:     [_______________________]
     (the  "Depository")

     As  "Company" under the Purchase, Warranties and Servicing Agreement, dated
as  of  [_____________________]  1,  2001  Mortgage  Loans (the "Agreement"), we
hereby authorize and request you to establish an account, as a Custodial Account
pursuant  to  Section  4.04  of  the  Agreement,  to  be  designated  as
"[______________________________________],  in  trust for the [Purchaser], Owner
of  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 or
will  be  invested  in  Permitted  Investments  as  defined  in  the  Agreement.

                                   [__________________________]

                                   By:
                                       -------------------------

                                   Name:
                                         -----------------------

                                   Title:
                                          ----------------------


(page)
                                    EXHIBIT C
                                    ---------

                         ESCROW ACCOUNT LETTER AGREEMENT
                               _____________, 2001

To:     [_______________________]
     (the  "Depository")

     As  "Company"  under the Purchase Warranties and Servicing Agreement, dated
as  of [____________________]1, 2001 Mortgage Loans (the "Agreement"), we hereby
authorize and request you to establish an account, as an Escrow Account pursuant
to  Section  4.06  of  the  Agreement,  to  be  designated  as
"[__________________________],  in trust for the [Purchaser], Owner of  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 or
will  be  invested  in  Permitted  Investments  as  defined  in  the  Agreement.

                                   [__________________________]

                                   By:
                                       -------------------------

                                   Name:
                                         -----------------------

                                   Title:
                                          ----------------------


(page)
                                    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__,October 23,
2001,  between  Assignor and Company (the "Purchase Agreement") shall be subject
to  the  terms  of  this  PAAR  Agreement. Capitalized terms used herein but not
defined  shall  have  the  meanings  ascribed to them in the Purchase Agreement.

                       PURCHASE, ASSIGNMENT AND ASSUMPTION

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

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

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

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

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

     (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  occurred  from  the Closing Date to the date hereof
which would render the representations and warranties as to the related Assigned
Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to
be  untrue  in  any  material  respect.

                             RECOGNITION OF ASSIGNEE

     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:  Mr. Edward Raice
          Telecopier  No.:  (972)  444-2810

          with  a  copy  to:

          ___________________
          245  Park  Avenue
          New  York,  New  York  10167
          Attention:  ___________
          Telecopier  No.:  (212)  272-____

     (c)  In  the  case  of  Assignee,

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

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

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

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

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


     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"]

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

                                   EMC  MORTGAGE  CORPORATION
                                   Assignor

                                   By:
                                       -------------------------
                                   Name:
                                         -----------------------
                                   Title:
                                          ----------------------


                                   ---------------------------------
                                   Assignee

                                   By:
                                       -------------------------
                                   Name:
                                         -----------------------
                                   Title:
                                          ----------------------


                                   ---------------------------------
                                   Company

                                   By:
                                       -------------------------
                                   Name:
                                         -----------------------
                                   Title:
                                          ----------------------


(page)
                                  ATTACHMENT 1

                             ASSIGNED LOAN SCHEDULE
                             ----------------------


(page)
                                  ATTACHMENT 2

                  PURCHASE, WARRANTIES AND SERVICING AGREEMENT
                  --------------------------------------------


(page)
                                    EXHIBIT E
                                    ---------

                              FORM OF TRIAL BALANCE


(page)
                                    EXHIBIT G
                                    ---------

                  REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

RE:     Mortgage  Loan  #
                         ------------------------------
BORROWER:
         --------------------------------------------------
PROPERTY:
         --------------------------------------------------


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

(Check  one  of  the  items  below)

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

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

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

_____     Other  (explain)

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

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

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

Dated:
      -----------------

By:
   --------------------------------
     Signature

    -----------------------------------
     Title

Send  documents  to:     ---------------------------------------------

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

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

Acknowledgement:

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


Dated:
      -----------------

By:
   --------------------------------
     Signature

    -----------------------------------
     Title


(page)
                                    EXHIBIT H
                                    ---------

                        COMPANY'S UNDERWRITING GUIDELINES


(page)
                                    EXHIBIT I


                                   TERM SHEET

     This  TERM  SHEET  (the  "Term Sheet") dated _____________, between Cendant
Mortgage  Corporation,  a  ________  corporation,  located  at
____________________________  and  Bishop's  Gate  Residential Mortgage Trust, a
Delaware  Business  Trust  (collectively  the  "Company")  and  EMC  Mortgage
Corporation, a Delaware corporation, located at ______________ (the "Purchaser")
is  made  pursuant  to  the  terms  and  conditions  of  that  certain Purchase,
Warranties  and  Servicing  Agreement  (the "Agreement") dated as of October 23,
2001,  between  the  Company  and  the  Purchaser,  the  provisions of which are
incorporated herein as if set forth in full herein, as such terms and conditions
may  be  modified  or supplemented hereby.  All initially capitalized terms used
herein  unless otherwise defined shall have the meanings ascribed thereto in the
Agreement.

     The  Purchaser  hereby  purchases  from  the Company and the Company hereby
sells to the Purchaser, all of the Company's right, title and interest in and to
the  Mortgage  Loans  described  on the Mortgage Loan Schedule annexed hereto as
Schedule  I,  pursuant  to  and  in accordance with the terms and conditions set
-----------
forth  in  the  Agreement,  as  same  may  be  supplemented  or modified hereby.
Hereinafter, the Company shall service the Mortgage Loans for the benefit of the
Purchaser  and  all subsequent transferees of the Mortgage Loans pursuant to and
in  accordance  with  the  terms  and  conditions  set  forth  in the Agreement.

1.     Definitions
       -----------

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

Aggregate  Principal  Balance
(as  of  the  Cut-Off  Date):
-----------------------------

Closing  Date:                    October  23,  2001
--------------

Custodian:
----------

Cut-off  Date:                    October  18,  2001
--------------

Net  Weighted
Average  Coupon  Rate:
----------------------

Mortgage  Loan:
---------------

Purchase  Price  Percentage:      101.803500%
----------------------------

Servicing  Fee  Rate:
---------------------
Additional  Closing  Conditions:
--------------------------------

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

Additional  Loan  Documents:
----------------------------

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

[Additional]  [Modification]  of  Representations  and  Warranties:
-------------------------------------------------------------------

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

     Except as modified herein, Section ______ of the Agreement shall remain in
full force and effect as of the date hereof.
(page)
     IN WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto by their respective duly authorized officers as of the date first above
written.


                                   CENDANT MORTGAGE CORPORATION

                                   By:
                                       -------------------------
                                   Name:
                                         -----------------------
                                   Title:
                                          ----------------------


                                   EMC  MORTGAGE  CORPORATION


                                   By:
                                       -------------------------
                                   Name:
                                         -----------------------
                                   Title:
                                          ----------------------


                                   BISHOP'S GATE RESIDENTIAL MORTGAGE
                                   TRUST

                                   By:
                                       -------------------------
                                   Name:
                                         -----------------------
                                   Title:
                                          ----------------------


(page)
                                   SCHEDULE I
                                   ----------

                             MORTGAGE LOAN SCHEDULE






                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

     This  is  an  Assignment,  Assumption  and Recognition Agreement (this "AAR
Agreement")  made  as  of  January 31, 2006, among EMC Mortgage Corporation (the
"Assignor"),  U.S.  Bank  National  Association,  not individually but solely as
trustee  for  the  holders  of  the Bear Stearns Asset Backed Securities I Trust
2006-AC1,  Asset  Backed  Certificates,  Series  2006-AC1  (the  "Assignee") and
GreenPoint  Mortgage  Funding,  Inc.  (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") purchased by the
Assignor  from  the  Company  and  now  serviced by Company for Assignor and its
successors  and  assigns  pursuant to (a) the Purchase, Warranties and Servicing
Agreement,  dated  as  of  September  1,  2003, between Assignor and Company, as
amended  (the  "Purchase  Agreement")  and (b) the term sheet dated September 9,
2005,  between  Assignor  and  Company  (the  "Term Sheet" and together with the
Purchase Agreement, the "Agreements")  shall be subject to the terms of this AAR
Agreement. Capitalized terms used herein but not defined shall have the meanings
ascribed  to  them  in  the  Purchase  Agreement.

                              Assignment and Assumption

     Except  as  expressly  provided  for  herein,  the  Assignor hereby grants,
transfers  and  assigns  to the Assignee all of its right, title and interest as
in,  to  and  under  (a)  the Assigned Loans and (b) the Purchase Agreement with
respect  to  the  Assigned  Loans;  provided,  however, that the Assignor is not
assigning  to the Assignee any of its right, title or interest, in, to and under
the Purchase Agreement with respect to any mortgage loan other than the Assigned
Loans  listed  on Exhibit A.  Notwithstanding anything to the contrary contained
herein,  the  Assignor specifically reserves and does not assign to the Assignee
any right, title and interest in, to or under the representations and warranties
contained  in Section 3.01 and Section 3.02 of the Purchase Agreement and in the
Term  Sheet, and any obligation of the Company to cure, repurchase or substitute
for  a  mortgage  loan and to indemnify the Assignor with respect to a breach of
such representations and warranties pursuant to Section 3.03 and Section 8.01 of
the  Purchase  Agreement  and the Assignor is retaining the right to enforce the
representations  and  warranties and the obligations of the Company set forth in
those  sections  against  the  Company.  In  addition, the Assignor specifically
reserves  and  does not assign to the Assignee any right, title and interest in,
to  or  under  Section  2.09  of the Purchase Agreement.  Except as is otherwise
expressly  provided herein, the Assignor makes no representations, warranties or
covenants to the Assignee and the Assignee acknowledges that the Assignor has no
obligations  to  the  Assignee  under  the  terms  of  the Purchase Agreement or
otherwise  relating  to  the transaction contemplated herein (including, but not
limited  to,  any  obligation  to  indemnify  the  Assignee).

                      REPRESENTATIONS, WARRANTIES AND COVENANTS

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

     (a)     Attached hereto as Attachment 2 are true and accurate copies of the
Purchase  Agreement  and  the  Term Sheet which agreements are 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 AAR Agreement, and to consummate the
transactions  set  forth  herein.  The  consummation  of  the  transactions
contemplated  by  this  AAR  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 AAR
Agreement  and  the  consummation by it of the transactions contemplated hereby,
have  been  duly  authorized  by  all  necessary corporate action on the part of
Assignor.  This  AAR  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  AAR Agreement, or the consummation by it of the transactions
contemplated  hereby;

     (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;

     (i)     The  Assignor  has  received from Company, and has delivered to the
Assignee,  all  documents  required  to  be delivered to Assignor by the Company
prior  to the date hereof pursuant to the Purchase Agreement with respect to the
Assigned Loans and has not received, and has not requested from the Company, any
additional  documents;  and

     (j)     There  is  no action, suit, proceeding, investigation or litigation
pending or, to Assignor's knowledge, threatened, which either in any instance or
in  the  aggregate,  if determined adversely to Assignor, would adversely affect
Assignor's  execution  or  delivery  of,  or  the  enforceability  of,  this AAR
Agreement,  or  the Assignor's ability to perform its obligations under this AAR
Agreement.

     2.     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  hold  the  Assigned Loans as trustee on behalf of the
holders  of  the  Bear  Stearns  Asset Backed Securities I Trust 2006-AC1, Asset
Backed  Certificates,  Series  2006-AC1;

     (b)     Assignee has full corporate power and authority to execute, deliver
and  perform  its  obligations  under  this AAR Agreement, and to consummate the
transactions  set  forth  herein.  The  consummation  of  the  transactions
contemplated  by  this  AAR  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 AAR
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  AAR  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  AAR Agreement, or the consummation by it of the transactions
contemplated  hereby;

     (d)     There  is  no action, suit, proceeding, investigation or litigation
pending or, to Assignee's knowledge, threatened, which either in any instance or
in  the  aggregate,  if determined adversely to Assignee, would adversely affect
Assignee's  execution  or  delivery  of,  or  the  enforceability  of,  this AAR
Agreement,  or  the Assignee's ability to perform its obligations under this AAR
Agreement;  and

     (e)     Assignee  assumes  for  the benefit of each of the Assignor and the
Company  all  of  the  rights of the Purchaser under the Purchase Agreement with
respect  to  the  Assigned  Loans.

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

     (a)     Attached hereto as Attachment 2 are true and accurate copies of the
Purchase  Agreement  and  the  Term Sheet which agreements are 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 AAR Agreement, and to consummate the
transactions  set  forth  herein.  The  consummation  of  the  transactions
contemplated  by  this  AAR  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 AAR
Agreement  and  the  consummation by it of the transactions contemplated hereby,
have  been  duly  authorized  by  all  necessary corporate action on the part of
Company.  This  AAR  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 Company in connection with the execution, delivery or performance by
Company  of  this  AAR  Agreement, or the consummation by it of the transactions
contemplated  hereby;

     (e)     The  Company  shall  establish  a  Custodial  Account and an Escrow
Account  under  the  Purchase Agreement in favor of the Assignee with respect to
the  Assigned  Loans  separate  from  the  Custodial  Account and Escrow Account
previously  established  under  the  Purchase  Agreement  in  favor of Assignor;

     (f)     No  event  has  occurred  from  the Closing Date to the date hereof
which would render the representations and warranties as to the related Assigned
Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement or
in  the  Term  Sheet  to  be  untrue  in  any  material  respect;  and

     (g)     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 material fact
necessary  to  make  the  statements  contained  therein  not  misleading.

     4.     Assignor  hereby  agrees to indemnify and hold the Assignee (and its
successors  and assigns) harmless against any and all claims, losses, penalties,
fines,  forfeitures,  legal  fees  and  related  costs, judgments, and any other
costs,  fees  and  expenses  that  Assignee (and its successors and assigns) may
sustain in any way related to any breach of the representations or warranties of
Assignor  set  forth  in  this  AAR  Agreement  or the breach of any covenant or
condition  contained  herein.

                               Recognition of Assignee

     5.     From  and after the date hereof, Company shall recognize Assignee as
owner  of  the  Assigned Loans, and acknowledges that the Assigned Loans will be
part  of  a  REMIC,  and  will service the Assigned Loans in accordance with the
Purchase  Agreement  (as  modified  by  this AAR Agreement) but in no event in a
manner  that  would  (i)  cause  any REMIC to fail to qualify as a REMIC or (ii)
result  in  the imposition of a tax upon any REMIC (including but not limited to
the  tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and  the  tax  on  contributions  to a REMIC set forth in Section 860G(d) of the
Code).  It  is  the  intention  of  Assignor, Company and Assignee that this AAR
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, waive, 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.

     6.     Notwithstanding  any  term hereof to the contrary, the execution and
delivery  of  the  AAR  Agreement  by  the Assignee is solely in its capacity as
trustee  for  Bear  Stearns  Asset  Backed  Securities  I Trust 2006-AC1 and not
individually,  and  any  recourse  against  the  Assignee  in  respect  of  any
obligations  it  may  have  under or pursuant to the terms of this AAR Agreement
shall  be  limited  solely  to the assets it may hold as trustee of Bear Stearns
Asset  Backed  Securities  I  Trust  2006-AC1.

     Company  shall  indemnify and hold harmless the Assignor, each affiliate of
the  Assignor,  Bear  Stearns  Asset  Backed  Securities  I LLC ("BSABS I"), the
Assignee, Bear, Stearns & Co. Inc. (the "Underwriter") and each affiliate of the
Underwriter,  each  Person (including , but not limited to, the Master Servicer)
responsible  for  the preparation, execution or filing of any report required to
be  filed  with  the Commission, or for execution of a certification pursuant to
Rule  13a-14(d)  or  Rule  15d-14(d)  under  the  Exchange  Act, each Person who
controls  the  Assignor,  BSABS  I,  the Assignee or the Underwriter (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act);
and the respective present and former directors, officers, employees, agents and
affiliates  of  each  of the foregoing (each, an "Indemnified Party"), and shall
hold  each  of  them  harmless  from  and  against  any losses, claims, damages,
penalties,  fines,  forfeitures,  legal  fees  and  expenses  and related costs,
judgments,  and  any other costs, fees and expenses that any of them may sustain
arising  out  of  or  based  upon:

          (i)  (A)  any untrue statement of a material fact contained or alleged
               to  be  contained  in  any  written  information, written report,
               certification,  data,  accountants'  letter  or  other  material
               provided  under  Section 11.18 of the Purchase Agreement by or on
               behalf  of  the  Assignor, or provided under Section 11.18 of the
               Purchase  Agreement  by  or  on  behalf  of  any  Subservicer,
               Subcontractor  or  Third-Party  Originator  (collectively,  the
               "Company  Information"),  or (B) the omission or alleged omission
               to  state  in the Company Information a material fact required to
               be  stated  in  the  Company Information or necessary in order to
               make  the  statements  therein, in the light of the circumstances
               under  which  they were made, not misleading; provided, by way of
               clarification,  that  clause  (B)  of  this  paragraph  shall  be
               construed  solely by reference to the Company Information and not
               to  any  other information communicated in connection with a sale
               or  purchase of securities, without regard to whether the Company
               Information  or any portion thereof is presented together with or
               separately  from  such  other  information;

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

          (iii) any  breach  by the Company of a representation  or warranty set
               forth  in  Section 3.01 of the Purchase Agreement or in a writing
               furnished  pursuant  to Section 3.01(q) of the Purchase Agreement
               and  made  as  of  a date prior to the date hereof, to the extent
               that  such  breach is not cured by the date hereof, or any breach
               by  the  Company  of  a  representation  or warranty in a writing
               furnished  pursuant to Section 3.01(q) of the Purchaser Agreement
               to the extent made as of a date subsequent to the date hereof; or

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

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

     In the case of any failure of performance described in Section 11.18 of the
Purchase  Agreement,  the Company shall promptly reimburse the Assignor, BSABS I
and  each  Person  responsible  for  the preparation, execution or filing of any
report  required  to  be  filed  with  the  Commission,  or  for  execution of a
certification  pursuant  to  Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
Act, for all costs reasonably incurred by each such party in order to obtain the
information,  report,  certification,  accountants' letter or other material not
delivered  as required by the Company, any Subservicer, any Subcontractor or any
Third-Party  Originator.  \

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

                          Modification of Purchase Agreement

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

     (a)     The  following  definitions  are added to Article I of the Purchase
Agreement:

     Assignee: U.S. Bank National Association, as trustee for the holders of the
     --------
     Bear  Stearns  Asset  Backed  Securities  I  Trust  2006-AC1,  Asset Backed
     Certificates,  Series  2006-AC1.

     BSABS:  Bear  Stearns  Asset  Backed  Securities  I  LLC.
     -----

     Pooling  and  Servicing  Agreement:  That  certain  pooling  and  servicing
     ----------------------------------
     agreement,  dated  as  of  January 1, 2006, among Bear Stearns Asset Backed
     Securities  I  LLC, the Trustee, Wells Fargo Bank, National Association, as
     the  master  servicer,  the  Securities  Administrator  and  the Purchaser.

     Securities  Administrator:  Wells  Fargo  Bank,  National  Association.
     -------------------------
     Trustee:  U.S.  Bank National Association, or its successor in interest, or
     -------
     any  successor  trustee  appointed as provided in the Pooling and Servicing
     Agreement.

     (b)     The  definition  of  Business  Day  is  deleted in its entirety and
replaced  with  the  following:

     Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal
     ------------
     holiday  in  the  States of California, New York, Maryland or Minnesota, or
     (iii)  a day on which banks in the States of California, New York, Maryland
     or  Minnesota  are  authorized or obligated by law or executive order to be
     closed.  (c)  The  following  is  added to the first sentence of the fourth
     paragraph  of  Section  4.13  of  the  Purchase  Agreement:

     ";  provided,  however,  that  any REO property shall be disposed of by the
     Company  before  the  close of the third taxable year following the taxable
     year  in which the Mortgage Loan became an REO property, unless the Company
     is  otherwise  directed  by  the  Assignee."

     (d)     Section  11.04 of the Purchase Agreement is deleted in its entirety
and  replaced  with  the  following:

     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 without
     giving effect to principles of conflicts of laws (other than Section 5-1401
     of the New York General Obligations Law) and except to the extent preempted
     by  Federal  law  and  the  obligations, rights and remedies of the parties
     hereunder  shall  be  determined  in  accordance  with  such  laws.

                                    Miscellaneous

     8.     All  demands,  notices  and  communications  related to the Assigned
Loans,  the  Purchase  Agreement  and this AAR 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:
          GreenPoint  Mortgage  Funding,  Inc.
          100  Wood  Hollow  Drive
          Novato,  California  94945
          Attention:  Susan  Davia


          With  a  copy  to:
     (b)  In  the  case  of  Assignor:

          EMC  Mortgage  Corporation
          Mac  Arthur  Ridge  II
          909  Hidden  Ridge  Drive,  Suite  200
          Irving,  Texas  75038
          Attention:  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:  Ernie  Calabrese
          Telecopier  No.:  (212)  272-5591

     (c)  In  the  case  of  Assignee:
          U.S.  Bank  National  Association,
          as  Trustee
          One  Federal  Street,  3rd  Floor
          Boston,  MA  02110
          Attention:  Corporate  Trust  Services
          BSABS  I  2006-AC1
          Telecopier  No.:  (617)  603-6638

     9.     The  Company  hereby  acknowledges  that Wells Fargo Bank, N.A. (the
"Master  Servicer")  has  been  appointed as the master servicer of the Assigned
Loans  pursuant  to  the Pooling and Servicing Agreement, dated as of January 1,
2006,  among  the Assignor, the Assignee, Bear Stearns Asset Backed Securities I
LLC,  the  Master  Servicer  and  Wells  Fargo  Bank,  National  Association  as
securities  administrator, and therefor has the right to enforce all obligations
of  the  Company,  as  they  relate  to  the  Assigned Loans, under the Purchase
Agreement.  Such  right will include, without limitation, the right to terminate
the  Company  under  the  Purchase  Agreement upon the occurrence of an event of
default  thereunder, the right to receive all remittances required to be made by
the  Company  under  the  Purchase  Agreement,  the right to receive all monthly
reports  and  other  data  required  to  be  delivered  by the Company under the
Purchase  Agreement,  the right to examine the books and records of the Company,
indemnification  rights, and the right to exercise certain rights of consent and
approval  relating  to actions taken by the Company.  The Company shall make all
distributions  under  the  Purchase  Agreement,  as  they relate to the Assigned
Loans,  to  the  Master Servicer by wire transfer of immediately available funds
to:

          BSABS  I  2006-AC1  Master  Servicer  Collection  Account
          Wells  Fargo  Bank,  National  Association
          ABA#  121000248
          Account  Name:  SAS  Clearing
          Account  #  3970771416
          For  Further  Credit  to:  BSABS  I  2006-AC1,  Account  #  50892200

     and  the  Company  shall deliver all reports required to be delivered under
the Purchase Agreement, as they relate to the Assigned Loans, to the Assignee at
the  address  set  forth  in  Section  8  herein  and to the Master Servicer at:

          Wells  Fargo  Bank,  National  Association
          9062  Old  Annapolis  Road
          Columbia,  Maryland  21045
          Attention:  Client  Manager  BSABS  I  2006-AC1

     10.     A  copy  of all assessments, attestations, reports and certificates
required  to  be  delivered  by  the  Servicer  under this AAR Agreement and the
Purchase  Agreement  shall  be  delivered  to the Master Servicer by the date(s)
specified  herein  or  therein,  and  where  such  documents  are required to be
addressed to any party, such addresses shall include the Master Servicer and the
Master  Servicer  shall  be  entitled  to  rely  on  such  documents.

     11.     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  AAR  Agreement.

     12.     This  AAR  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.

     13.     No  term  or  provision  of  this  AAR  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.

     14.     This AAR 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.

     15.     This  AAR  Agreement  shall  survive the conveyance of the Assigned
Loans,  the  assignment of the Agreements to the extent of the Assigned Loans by
Assignor  to  Assignee  and  the  termination  of  the  Agreements.

     16.     This  AAR 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.

     17.     In  the  event  that  any provision of this AAR Agreement conflicts
with  any  provision  of  the Agreements with respect to the Assigned Loans, the
terms  of  this  AAR  Agreement  shall  control.


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


                              EMC  MORTGAGE  CORPORATION
                              Assignor

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------

                              U.S.  BANK  NATIONAL ASSOCIATION, not individually
                              but  solely  as Trustee for the Bear Stearns Asset
                              Backed  Securities  I Trust 2006-AC1, Asset-Backed
                              Certificates,  Series  2006-AC1
                              Assignee

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


                              GREENPOINT  MORTGAGE  FUNDING,  INC.
                              Company

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------

                              Acknowledged  and  Agreed:

                              WELLS  FARGO  BANK,  NATIONAL
                              ASSOCIATION

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


(page)
                                  ATTACHMENT 1

                             ASSIGNED LOAN SCHEDULE
                             ----------------------

                            (AVAILABLE UPON REQUEST)


(page)
                                  ATTACHMENT 2

                               PURCHASE AGREEMENT
                               ------------------


                                   TERM SHEET
                                   ----------






                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

     This  is  an  Assignment,  Assumption  and Recognition Agreement (this "AAR
Agreement")  made  as  of  January 31, 2006, among EMC Mortgage Corporation (the
"Assignor"),  U.S.  Bank  National  Association,  not individually but solely as
trustee  for  the  holders  of  the Bear Stearns Asset Backed Securities I Trust
2006-AC1,  Asset-Backed  Certificates, Series 2006-AC1 (the "Assignee") and HSBC
Mortgage  Corporation  (USA)  (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 purchased by the Assignor from the Company and now
serviced  by Company for Assignor and its successors and assigns pursuant to the
Amended  and  Restated Purchase, Warranties and Servicing Agreement, dated as of
September  1,  2005,  between  Assignor  and  Company, as amended (the "Purchase
Agreement")  shall  be  subject  to the terms of this AAR Agreement. Capitalized
terms  used  herein  but not defined shall have the meanings ascribed to them in
the  Purchase  Agreement.

                            ASSIGNMENT AND ASSUMPTION

     Except  as  expressly  provided  for  herein,  the  Assignor hereby grants,
transfers  and  assigns  to the Assignee all of its right, title and interest as
in,  to  and  under  (a)  the Assigned Loans and (b) the Purchase Agreement with
respect  to  the  Assigned  Loans;  provided,  however, that the Assignor is not
assigning  to the Assignee any of its right, title or interest, in, to and under
the Purchase Agreement with respect to any mortgage loan other than the Assigned
Loans  listed  on  Attachment  1.  Notwithstanding  anything  to  the  contrary
contained  herein, the Assignor specifically reserves and does not assign to the
Assignee  any  right, title and interest in, to or under the representations and
warranties contained in Section 3.01 and Section 3.02 of the Purchase Agreement,
and  any  obligation  of  the  Company  to  cure, repurchase or substitute for a
mortgage  loan  and  to  indemnify the Assignor with respect to a breach of such
representations  and warranties pursuant to Section 3.03 and Section 8.01 of the
Purchase  Agreement,  and  the  Assignor  is  retaining the right to enforce the
representations  and  warranties and the obligations of the Company set forth in
those  sections  against  the  Company.  In  addition, the Assignor specifically
reserves  and  does not assign to the Assignee any right, title and interest in,
to  or  under  Section  2.09  of  the Purchase Agreement. Except as is otherwise
expressly  provided herein, the Assignor makes no representations, warranties or
covenants to the Assignee and the Assignee acknowledges that the Assignor has no
obligations  to  the  Assignee  under  the  terms  of  the Purchase Agreement or
otherwise  relating  to  the transaction contemplated herein (including, but not
limited  to,  any  obligation  to  indemnify  the  Assignee).

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

     1.     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 Assignor'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 AAR Agreement, and to consummate the
transactions  set  forth  herein.  The  consummation  of  the  transactions
contemplated  by  this  AAR  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 AAR
Agreement  and  the  consummation by it of the transactions contemplated hereby,
have  been  duly  authorized  by  all  necessary corporate action on the part of
Assignor.  This  AAR  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  AAR Agreement, or the consummation by it of the transactions
contemplated  hereby;

     (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;

     (i)     The  Assignor  has  received from Company, and has delivered to the
Assignee,  all  documents  required  to  be delivered to Assignor by the Company
prior  to the date hereof pursuant to the Purchase Agreement with respect to the
Assigned Loans and has not received, and has not requested from the Company, any
additional  documents;  and

     (j)     There  is  no action, suit, proceeding, investigation or litigation
pending or, to Assignor's knowledge, threatened, which either in any instance or
in  the  aggregate,  if determined adversely to Assignor, would adversely affect
Assignor's  execution  or  delivery  of,  or  the  enforceability  of,  this AAR
Agreement,  or  the Assignor's ability to perform its obligations under this AAR
Agreement.

     2.     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  hold  the  Assigned Loans as trustee on behalf of the
holders  of  the  Bear  Stearns  Asset  Backed  Securities  I  Trust  2006-AC1,
Asset-Backed  Certificates,  Series  2006-AC1;

     (b)     Assignee has full corporate power and authority to execute, deliver
and  perform  its  obligations  under  this AAR Agreement, and to consummate the
transactions  set  forth  herein.  The  consummation  of  the  transactions
contemplated  by  this  AAR  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 AAR
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  AAR  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  AAR Agreement, or the consummation by it of the transactions
contemplated  hereby;

     (d)     There  is  no action, suit, proceeding, investigation or litigation
pending or, to Assignee's knowledge, threatened, which either in any instance or
in  the  aggregate,  if determined adversely to Assignee, would adversely affect
Assignee's  execution  or  delivery  of,  or  the  enforceability  of,  this AAR
Agreement,  or  the Assignee's ability to perform its obligations under this AAR
Agreement;  and

     (e)     Assignee  assumes  for  the benefit of each of the Assignor and the
Company  all  of  the  rights of the Purchaser under the Purchase Agreement with
respect  to  the  Assigned  Loans.

     3.     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 AAR Agreement, and to consummate the
transactions  set  forth  herein.  The  consummation  of  the  transactions
contemplated  by  this  AAR  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 AAR
Agreement  and  the  consummation by it of the transactions contemplated hereby,
have  been  duly  authorized  by  all  necessary corporate action on the part of
Company.  This  AAR  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 Company in connection with the execution, delivery or performance by
Company  of  this  AAR  Agreement, or the consummation by it of the transactions
contemplated  hereby;

     (e)     The  Company  shall  establish  a  Custodial  Account and an Escrow
Account  under  the  Purchase Agreement in favor of the Assignee with respect to
the  Assigned  Loans  separate  from  the  Custodial  Account and Escrow Account
previously  established  under  the  Purchase  Agreement  in  favor of Assignor;

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

     (g)     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.

     4.     Assignor  hereby  agrees to indemnify and hold the Assignee (and its
successors  and assigns) harmless against any and all claims, losses, penalties,
fines,  forfeitures,  legal  fees  and  related  costs, judgments, and any other
costs,  fees  and  expenses  that  Assignee (and its successors and assigns) may
sustain in any way related to any breach of the representations or warranties of
Assignor  set  forth  in  this  AAR  Agreement  or the breach of any covenant or
condition  contained  herein.

                             RECOGNITION OF ASSIGNEE

     5.     From  and after the date hereof, Company shall recognize Assignee as
owner  of  the  Assigned Loans, and acknowledges that the Assigned Loans will be
part  of  a  REMIC,  and  will service the Assigned Loans in accordance with the
Purchase  Agreement  (as  modified  by  this AAR Agreement) but in no event in a
manner  that  would  (i)  cause  any REMIC to fail to qualify as a REMIC or (ii)
result  in  the imposition of a tax upon any REMIC (including but not limited to
the  tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and  the  tax  on  contributions  to a REMIC set forth in Section 860G(d) of the
Code).  It  is  the  intention  of  Assignor, Company and Assignee that this AAR
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, waive, 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.

     6.     Notwithstanding  any  term hereof to the contrary, the execution and
delivery  of  the  AAR  Agreement  by  the Assignee is solely in its capacity as
trustee  for  Bear  Stearns  Asset  Backed  Securities  I Trust 2006-AC1 and not
individually,  and  any  recourse  against  the  Assignee  in  respect  of  any
obligations  it  may  have  under or pursuant to the terms of this AAR Agreement
shall  be  limited  solely  to the assets it may hold as trustee of Bear Stearns
Asset  Backed  Securities  I  Trust  2006-AC1.

     Company  shall  indemnify and hold harmless the Assignor, each affiliate of
the  Assignor,  Bear  Stearns  Asset  Backed  Securities  I LLC ("BSABS I"), the
Assignee, Bear, Stearns & Co. Inc. (the "Underwriter") and each affiliate of the
Underwriter,  each  Person  (including, but not limited to, the Master Servicer)
responsible  for  the preparation, execution or filing of any report required to
be  filed  with  the Commission, or for execution of a certification pursuant to
Rule  13a-14(d)  or  Rule  15d-14(d)  under  the  Exchange  Act, each Person who
controls  the  Assignor,  BSABS  I,  the Assignee or the Underwriter (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act);
and the respective present and former directors, officers, employees, agents and
affiliates  of  each  of the foregoing (each, an "Indemnified Party"), and shall
hold  each  of  them  harmless  from  and  against  any claims, losses, damages,
penalties,  fines,  forfeitures,  legal  fees  and  expenses  and related costs,
judgments,  and  any other costs, fees and expenses that any of them may sustain
arising  out  of  or  based  upon:

          (i)       (A)   any  untrue  statement of a material fact contained or
                    alleged  to  be  contained  in  any  information,  report,
                    certification,  data,  accountants' letter or other material
                    provided  in  written or electronic form under Amendment Reg
                    AB  to  the  Amended  and  Restated Purchase, Warranties and
                    Servicing  Agreement,  dated  as  of November 7, 2005 by and
                    between  the  Assignor  and  the  Company  (the  "Reg  AB
                    Amendment")  by  or  on  behalf of the Assignor, or provided
                    under  the  Reg  AB  Amendment  by  or  on  behalf  of  any
                    Subservicer,  Subcontractor  or  Third-Party  Originator
                    (collectively,  the  "Company  Information"),  or  (B)  the
                    omission  or  alleged  omission  to  state  in  the  Company
                    Information  a  material  fact  required to be stated in the
                    Company  Information  or  necessary  in  order  to  make the
                    statements  therein, in the light of the circumstances under
                    which  they  were  made, not misleading; provided, by way of
                    clarification,  that  clause  (B) of this paragraph shall be
                    construed solely by reference to the Company Information and
                    not to any other information communicated in connection with
                    a  sale or purchase of securities, without regard to whether
                    the  Company Information or any portion thereof is presented
                    together  with  or  separately  from such other information;

          (ii)      any  breach  by the Company of its obligations under the Reg
                    AB Amendment, including  particularly  any  failure  by  the
                    Company,  any  Subservicer,  any  Subcontractor  or  any
                    Third-Party  Originator  to deliver any information, report,
                    certification,  accountants'  letter  or other material when
                    and  as  required  under the Reg AB Amendment, including any
                    failure  by  the  Company  to  identify  pursuant  toSection
                    2(e)(ii)  of  the  Reg  AB  Amendment  any  Subcontractor
                    "participating in the servicing function" within the meaning
                    of  Item  1122  of  Regulation  AB;

          (iii)     any  breach  by  the Company of a representation or warranty
                    set  forth  in  Section  2(a)(i)  of the Reg AB Amendment or
                    in  a  writing furnished pursuant to Section 2(a)(ii) of the
                    Reg  AB  Amendment  and  made as of a date prior to the date
                    hereof,  to  the extent that such breach is not cured by the
                    date  hereof,  or  any  breach  by  the  Company  of  a
                    representation  or  warranty in a writing furnished pursuant
                    to  Section  2(a)(ii)  of the Reg AB Amendment to the extent
                    made  as  of  a  date  subsequent  to  the  date  hereof; or

          (iv)      the  negligence,  bad  faith  or  willful  misconduct of the
                    Company  in  connection  with  its  performance  under  the
                    Reg  AB  Amendment.

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

     In  the  case of any failure of performance described in clause (ii) above,
the  Company shall promptly reimburse the Assignor, the Underwriter, BSABS I and
each  Person  responsible for the preparation, execution or filing of any report
required  to  be  filed with the Commission, or for execution of a certification
pursuant  to  Rule  13a-14(d)  or Rule 15d-14(d) under the Exchange Act, for all
costs reasonably incurred by each such party in order to obtain the information,
report,  certification,  accountants'  letter or other material not delivered as
required  by  the Company, any Subservicer, any Subcontractor or any Third-Party
Originator.

                       MODIFICATION OF PURCHASE AGREEMENT

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

     (a)     The  following  definitions  are added to Article I of the Purchase
Agreement:

     Assignee: U.S. Bank National Association, as trustee for the holders of the
     --------
     Bear  Stearns  Asset  Backed  Securities  I  Trust  2006-AC1,  Asset-Backed
     Certificates,  Series  2006-AC1.

     Nonrecoverable Advance: Any advance previously made by the Company pursuant
     ----------------------
     to  Section  5.03  or  any  Servicing  Advance  which,  in  the  good faith
     judgment  of  the Company, may not be ultimately recoverable by the Company
     from  Liquidation  Proceeds  or otherwise. The determination by the Company
     that  it  has  made  a  Nonrecoverable  Advance,  shall  be evidenced by an
     Officer's  Certificate  of  the  Company delivered to the Purchaser and the
     Master  Servicer  and  detailing  the  reasons  for  such  determination.

     Pooling  and  Servicing  Agreement:  That  certain  pooling  and  servicing
     ----------------------------------
     agreement,  dated  as  of  January  1,  2006,  among  BSABS I, the Trustee,
     Wells Fargo Bank, N.A. as master servicer, the Securities Administrator and
     EMC  Mortgage  Corporation.

     BSABS  I:  Bear  Stearns  Asset  Backed  Securities  I  LLC.
     --------

     Securities  Administrator:  Wells  Fargo  Bank,  N.A.
     -------------------------

     Trustee:  U.S.  Bank National Association, or its successor in interest, or
     -------
     any  successor  trustee  appointed  as  provided  in  the  Pooling  and
     Servicing  Agreement.

     (b)     The  definition  of  Business  Day  is  deleted in its entirety and
replaced  with  the  following:

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

     (c)     Section  3.02(nn)  is deleted in its entirety and replaced with the
following:

     "(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
     Servicemembers  Civil  Relief  Act;"

     (d)     The  following  is  added  to  the  second  sentence  of  the third
paragraph  of  Section  4.13  of  the  Purchase  Agreement:

     ";  provided,  however,  that  any  REO  property  shall  be disposed of by
     the  Company  before  the  close  of  the  third taxable year following the
     taxable  year in which the Mortgage Loan became an REO property, unless the
     Company  is  otherwise  directed  by  the  Assignee."

     (e)     The  following  is  added  as  Subsection  4.05(ix) of the Purchase
Agreement:

     "(ix)  to  reimburse  itself  for  any  Nonrecoverable  Advances;"

     (f)     Section  11.04 of the Purchase Agreement is deleted in its entirety
and  replaced  with  the  following:

     Section  11.04      Governing  Law.
                         --------------

          This  Agreement  shall be governed by and construed in accordance with
     the  laws  of  the  State  of  New York without giving effect to principles
     of  conflicts  of  laws  (other than Section 5-1401 of the New York General
     Obligations  Law) and except to the extent preempted by Federal law and the
     obligations,  rights  and  remedies  of  the  parties  hereunder  shall  be
     determined  in  accordance  with  such  laws.

                                 MISCELLANEOUS

     8.     All  demands,  notices  and  communications  related to the Assigned
Loans,  the  Purchase  Agreement  and this AAR 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:
               HSBC MORTGAGE CORPORATION (USA)
               Michael T Stilb/Senior Vice President
               2929 Walden Avenue
               Depew, New York 14042

     (b)       In the case of Assignor:

               EMC Mortgage Corporation
               Mac Arthur Ridge II
               909 Hidden Ridge Drive, Suite 200
               Irving, Texas 75038
               Attention:  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: Ernie Calabrese
               Telecopier No.:  (212) 272-5591

     (c)       In the case of Assignee:
               U.S. Bank National Association,
               as Trustee
               One Federal Street, 3rd Floor
               Boston, Massachusetts 02110
               Attention: Corporate Trust Services - BSABS I 2006-AC1
               Telecopier No.: (617) 603-6638

     9.     The  Company  hereby  acknowledges  that Wells Fargo Bank, N.A. (the
"Master  Servicer")  has  been  appointed as the master servicer of the Assigned
Loans  pursuant  to  the Pooling and Servicing Agreement, dated as of January 1,
2006,  among  the Assignor, the Assignee, Bear Stearns Asset Backed Securities I
LLC  and  the  Master  Servicer,  and  therefor  has  the  right  to enforce all
obligations  of  the  Company,  as  they relate to the Assigned Loans, under the
Purchase  Agreement.  Such  right will include, without limitation, the right to
terminate  the  Company  under  the Purchase Agreement upon the occurrence of an
event of default thereunder, the right to receive all remittances required to be
made  by  the  Company  under  the  Purchase Agreement, the right to receive all
monthly reports and other data required to be delivered by the Company under the
Purchase  Agreement,  the right to examine the books and records of the Company,
indemnification  rights, and the right to exercise certain rights of consent and
approval  relating  to actions taken by the Company.  The Company shall make all
distributions  under  the  Purchase  Agreement,  as  they relate to the Assigned
Loans,  to  the  Master Servicer by wire transfer of immediately available funds
to:

               BSABS I 2006-AC1 Master Servicer Collection Account
               Wells Fargo Bank, N.A.
               ABA# 121000248
               Account Name: SAS Clearing
               Account # 3970771416
               For Further Credit to: BSABS I 2006-AC1, Account # 50892200

     and  the  Company  shall deliver all reports required to be delivered under
the Purchase Agreement, as they relate to the Assigned Loans, to the Assignee at
the  address  set  forth  in  Section  8  herein  and to the Master Servicer at:

               Wells Fargo Bank, N.A.
               9062 Old Annapolis Road
               Columbia, Maryland 21045
               Attention: Client Manager BSABS I 2006-AC1

     10.     A  copy  of all assessments, attestations, reports and certificates
required  to  be  delivered  by  the  Servicer  under this AAR Agreement and the
Purchase  Agreement  shall  be  delivered  to the Master Servicer by the date(s)
specified  herein  or  therein,  and  where  such  documents  are required to be
addressed to any party, such addresses shall include the Master Servicer and the
Master  Servicer  shall  be  entitled  to  rely  on  such  documents.

     11.     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  AAR  Agreement.

     12.     This  AAR  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.

     13.     No  term  or  provision  of  this  AAR  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.

     14.     This AAR 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.

     15.     This  AAR  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.

     16.     This  AAR 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.

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


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


                                        EMC MORTGAGE CORPORATION
                                        Assignor

                                        By:
                                           --------------------------------
                                        Name:
                                             ------------------------------
                                        Title:
                                              -----------------------------

                                        U.S. BANK NATIONAL ASSOCIATION, not
                                        individually but solely as Trustee for
                                        the Bear Stearns Asset Backed Securities
                                        I Trust 2006-AC1, Asset-Backed
                                        Certificates, Series 2006-AC1 Assignee

                                        By:
                                           --------------------------------
                                        Name:
                                             ------------------------------
                                        Title:
                                              -----------------------------

                                        HSBC MORTGAGE CORPORATION
                                        (USA)
                                        Company

                                        By:
                                           --------------------------------
                                        Name:
                                             ------------------------------
                                        Title:
                                              -----------------------------

                                        Acknowledged and Agreed:

                                        WELLS FARGO BANK, N.A.

                                        By:
                                           --------------------------------
                                        Name:
                                             ------------------------------
                                        Title:
                                              -----------------------------


(page)
                                  ATTACHMENT 1

                             ASSIGNED LOAN SCHEDULE
                             ----------------------


                            (AVAILABLE UPON REQUEST)


(page)
                                  ATTACHMENT 2

                               PURCHASE AGREEMENT
                               ------------------


                            (AVAILABLE UPON REQUEST)








                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

     THIS  ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "Assignment and
Assumption  Agreement"),  dated  as  of  January  31,  2006,  by  EMC  Mortgage
Corporation,  a  Delaware  corporation  (the  "Assignor"),  U.S.  Bank  National
Association,  not  individually  but  solely  as trustee for the holders of Bear
Stearns  Asset  Backed  Securities  I Trust 2006-AC1, Asset-Backed Certificates,
Series  2006-AC1  (the  "Assignee")  and Wells Fargo Bank, N.A. (the "Company").

     Whereas  the  Assignor purchased certain mortgage loans listed on Exhibit A
                                                                       ---------
attached hereto (the "Mortgage Loans") from the Company pursuant to that certain
(i)  Master  Mortgage  Loan  Purchase Agreement dated as of October 1, 2004 (the
"Mortgage  Loan  Purchase  Agreement"),  by  and  between  the  Company  and the
Assignor, (ii) Assignment and Conveyance Agreement dated as of December 23, 2004
between  the  Company  and the Assignor (the "December Assignment and Conveyance
Agreement"), and (iii) Assignment and Conveyance Agreement dated as of September
29,  2005  between  the  Company and the Assignor (the "September Assignment and
Conveyance  Agreement"  and together with the December Assignment and Conveyance
Agreement,  the  "Assignment  and  Conveyance  Agreement");

     Whereas  the  Assignor  and  the  Company  entered into that certain Master
Seller's  Warranties  and  Servicing  Agreement  dated as of October 1, 2004, as
amended  pursuant  to which the Mortgage Loans have been serviced by the Company
prior  to  the  date  hereof;  and

     Whereas  the Assignor and the Company entered into that certain Amended and
Restated Master Seller's Warranties and Servicing Agreement dated as of November
1,  2005 (the "Warranties and Servicing Agreement" or the "Agreement"), pursuant
to  which  the  Company  hereby  agrees  to  service  the  Mortgage  Loans.

     In  consideration  of  the mutual promises and agreements contained herein,
and  for  other  good and valuable consideration, the receipt and sufficiency of
which  are hereby acknowledged, the parties hereto agree that the Mortgage Loans
now  serviced  by  the  Company  for the Assignor and its successors and assigns
pursuant to the Warranties and Servicing Agreement shall be subject to the terms
of  this Assignment and Assumption Agreement.  Capitalized terms used herein but
not otherwise defined shall have the meanings assigned to them in the Warranties
and  Servicing  Agreement.

Assignment  and  Assumption
---------------------------

     1.     Except as expressly provided for herein, the Assignor hereby grants,
transfers  and  assigns to the Assignee all of its right, title and interest in,
to  and  under  (a)  the  Mortgage  Loans  and  (b) the Warranties and Servicing
Agreement  with  respect  to  the  Mortgage  Loans;  provided, however, that the
Assignor  is not assigning to the Assignee any of its right, title and interest,
to and under the Warranties and Servicing Agreement with respect to any mortgage
loan other than the Mortgage Loans listed on Exhibit A. Notwithstanding anything
                                             ---------
to  the  contrary  contained herein, the Assignor specifically reserves and does
not  assign  to  the  Assignee any right, title and interest in, to or under the
representations and warranties contained in Section 3.01 and Section 3.02 of the
Warranties  and  Servicing Agreement, and any obligation of the Company to cure,
repurchase  or substitute for a mortgage loan and to indemnify the Assignor with
respect  to  a breach of such representations and warranties pursuant to Section
3.03  of  the  Warranties and Servicing Agreement, and the Assignor is retaining
the  right  to enforce the representations and warranties and the obligations of
the  Company  set  forth  in  those  sections against the Company.  Except as is
otherwise  expressly  provided  herein,  the  Assignor makes no representations,
warranties  or  covenants to the Assignee and the Assignee acknowledges that the
Assignor  has  no  obligations to the Assignee under the terms of the Warranties
and  Servicing  Agreement  or otherwise relating to the transaction contemplated
herein  (including,  but  not  limited  to,  any  obligation  to  indemnify  the
Assignee).

     With  regards  to  the Mortgage Loans listed on Exhibit A-1 (the "Purchased
Servicing  Rights  Loans"),  a  breach  of  the  representations  and warranties
contained  in  Section  3.01  of  the  Warranties  and Servicing Agreement shall
constitute  termination  of  the  Company as servicer as provided for in Section
11.01  of  the  Warranties  and  Servicing  Agreement.

Representations  Warranties  and  Covenants
-------------------------------------------

     2.     The  Assignor  warrants  and  represents to, and covenants with, the
Assignee  that  as  of  the  date  hereof:

          (a)  Attached  hereto as Exhibit B are true and accurate copies of the
                                   ---------
               Warranties  and Servicing Agreement and Assignment and Conveyance
               Agreement,  which  agreements  are in full force and effect as of
               the date hereof and the provisions of which have not been waived,
               further amended or modified in any respect, nor has any notice of
               termination  been  given  thereunder;

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

          (c)  There  are  no offsets, counterclaims or other defenses available
               to  the  Company  with  respect  to  the  Mortgage  Loans  or the
               Warranties  and  Servicing  Agreement;

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

          (e)  The  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  Mortgage  Loans;

          (f)  The  Assignor  has full corporate power and authority to execute,
               deliver  and  perform  its  obligations under this Assignment and
               Assumption  Agreement,  and  to  consummate  the transactions set
               forth  herein.  The consummation of the transactions contemplated
               by  this  Assignment  and Assumption Agreement is in the ordinary
               course  of the Assignor's business and will not conflict with, or
               result in a breach of, any of the terms, conditions or provisions
               of the Assignor's charter or by-laws or any legal restriction, or
               any material agreement or instrument to which the 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  the  Assignor  of this Assignment and Assumption
               Agreement  and  the  consummation  by  it  of  the  transactions
               contemplated  hereby,  have been duly authorized by all necessary
               corporate  action  on  part  of the Assignor. This Assignment and
               Assumption  Agreement has been duly executed and delivered by the
               Assignor  and, upon the due authorization, execution and delivery
               by  the  Assignee  and the Company, will constitute the valid and
               legally  binding  obligation  of the Assignor enforceable against
               the  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 the Assignor in connection with the
               execution,  delivery  or  performance  by  the  Assignor  of this
               Assignment and Assumption Agreement, or the consummation by it of
               the  transactions  contemplated  hereby. Neither the Assignor nor
               anyone  acting  on  its behalf has offered, transferred, pledged,
               sold  or otherwise disposed of the Mortgage Loans or any interest
               in  the Mortgage Loans, or solicited any offer to buy or accept a
               transfer,  pledge  or other disposition of the Mortgage Loans, or
               any  interest  in  the  Mortgage Loans or otherwise approached or
               negotiated with respect to the Mortgage Loans, or any interest in
               the  Mortgage  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  Mortgage Loans under the Securities Act of
               1933,  as  amended  (the  "1933  Act")  or which would render the
               disposition of the Mortgage Loans a violation of Section 5 of the
               1933  Act  or  require  registration  pursuant  thereto;  and

          (h)  The  Assignor has received from the Company, and has delivered to
               the  Assignee,  all  documents  required  to  be delivered to the
               Assignor  by the Company prior to the date hereof pursuant to the
               Warranties  and  Servicing Agreement with respect to the Mortgage
               Loans  and  has  not  received,  and  has  not requested from the
               Company,  any  additional  documents.

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

          (a)  The  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 hold the Mortgage
               Loans  on  behalf  of  the  holders  of Bear Stearns Asset Backed
               Certificates  I Trust 2006-AC1, Asset-Backed Certificates, Series
               2006-AC1;

          (b)  The  Assignee  has full corporate power and authority to execute,
               deliver  and  perform  under  this  Assignment  and  Assumption
               Agreement,  and  to consummate the transactions set forth herein.
               The  consummation  of  the  transactions  contemplated  by  this
               Assignment  and Assumption Agreement is in the ordinary course of
               the  Assignee's business and will not conflict with, or result in
               a  breach  of,  any of the terms, conditions or provisions of the
               Assignee's  charter  or  by-laws or any legal restriction, or any
               material  agreement  or instrument to which the 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 the
               Assignee  or its property is subject. The execution, delivery and
               performance  by  the  Assignee  of this Assignment and Assumption
               Agreement  and  the  consummation  by  it  of  the  transactions
               contemplated  hereby,  have been duly authorized by all necessary
               corporate  action  on  part  of the Assignee. This Assignment and
               Assumption  Agreement has been duly executed and delivered by the
               Assignee  and, upon the due authorization, execution and delivery
               by  the  Assignor  and the Company, will constitute the valid and
               legally  binding  obligation  of Assignee enforceable against the
               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 the Assignee in connection with the
               execution,  delivery  or  performance  by  the  Assignee  of this
               Assignment and Assumption Agreement, or the consummation by it of
               the  transactions  contemplated  hereby;  and

          (d)  The Assignee assumes all of the rights of the Purchaser under the
               Warranties  and  Servicing Agreement with respect to the Mortgage
               Loans  other  than  the  right  to enforce the obligations of the
               Company  under  the  Warranties  and  Servicing  Agreement.

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

          (a)  Attached  hereto as Exhibit B are true and accurate copies of the
                                   ---------
               Warranties  and Servicing Agreement and Assignment and Conveyance
               Agreement,  which  agreements  are in full force and effect as of
               the date hereof and the provisions of which have not been waived,
               further amended or modified in any respect, nor has any notice of
               termination  been  given  thereunder;

          (b)  The  Company  is  a  national banking association duly organized,
               validly  existing  and  in  good  standing  under the laws of the
               United  States,  and  has  all  requisite  power and authority to
               service  the  Mortgage  Loans  and  otherwise  to  perform  its
               obligations  under  the  Warranties  and  Servicing  Agreement;

          (c)  The  Company has full power and authority to execute, deliver and
               perform  its  obligations  under  this  Assignment and Assumption
               Agreement,  and  to consummate the transactions set forth herein.
               The  consummation  of  the  transactions  contemplated  by  this
               Assignment  and Assumption Agreement is in the ordinary course of
               the Company's business and will not conflict with, or result in a
               breach  of,  any  of  the  terms, conditions or provisions of the
               Company's  charter  or  by-laws  or any legal restriction, or any
               material  agreement  or  instrument to which the 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 the
               Company  or  its property is subject. The execution, delivery and
               performance  by  the  Company  of  this Assignment and Assumption
               Agreement  and  the  consummation  by  it  of  the  transactions
               contemplated  hereby,  have been duly authorized by all necessary
               action  on  part  of  the Company. This Assignment and Assumption
               Agreement  has  been  duly executed and delivered by the 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 the Company in
               accordance with its terms except as enforceability may be limited
               by  the  effect  of  insolvency, liquidation, conservatorship and
               other  similar laws administered by the Federal Deposit Insurance
               Corporation  affecting the enforcement of contract obligations of
               insured  banks  and  subject  to  the application of the rules of
               equity;

          (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 the Company in connection with the
               execution,  delivery  or  performance  by  the  Company  of  this
               Assignment and Assumption Agreement, or the consummation by it of
               the  transactions  contemplated  hereby;

          (e)  The  Company  shall  establish  a Custodial Account and an Escrow
               Account  under the Warranties and Servicing Agreement in favor of
               the Assignee with respect to the Mortgage Loans separate from the
               Custodial Account and Escrow Account previously established under
               the  Warranties and Servicing Agreement in favor of Assignor; and

          (f)  Pursuant  to  Section  9.01  of  the  Warranties  and  Servicing
               Agreement,  the  Company  hereby restates the representations and
               warranties  set  forth  in  Section  3.01  of  the Warranties and
               Servicing  Agreement  with  respect to the Company as of the date
               hereof.

     5.     Assignor  hereby  agrees to indemnify and hold the Assignee (and its
successors  and assigns) harmless against any and all claims, losses, penalties,
fines,  forfeitures,  legal  fees  and  related  costs, judgments, and any other
costs,  fees  and  expenses  that  Assignee (and its successors and assigns) may
sustain in any way related to any breach of the representations or warranties of
Assignor  set forth in this Assignment and Assumption Agreement or the breach of
any  covenant  or  condition  contained  herein.

     6.     The  Company hereby acknowledges that Wells Fargo Bank, N.A. and any
successor thereto (the "Master Servicer"), has been appointed as master servicer
of  the  Mortgage Loans pursuant to the Pooling and Servicing Agreement dated as
of  January  1,  2006 the "Pooling and Servicing Agreement"), among Bear Stearns
Asset  Backed  Securities  I  LLC,  the  Assignor,  the  Assignee and the Master
Servicer,  and therefore has the right to enforce all obligations of the Company
under  the Warranties and Servicing Agreement.  Such right will include, without
limitation,  the  right  to  receive  all remittances required to be made by the
Company  under  the Warranties and Servicing Agreement, the right to receive all
monthly reports and other data required to be delivered by the Company under the
Warranties  and  Servicing Agreement, the right to examine the books and records
of the Company, indemnification rights, and the right to exercise certain rights
of  consent  and approval relating to actions taken by the Company.  The Company
hereby  acknowledges  that  the Master Servicer shall be obligated to notify the
Assignee  in  accordance  with  the  Pooling  and  Servicing  Agreement upon the
discovery  of  an  event  of default by the Company of its obligations under the
Warranties  and  Servicing  Agreement  and  the Assignee shall have the right to
terminate  the  Company as servicer under the Warranties and Servicing Agreement
upon  the  occurrence  of  such  an  event  of  default.

     7.     Notwithstanding  any  term hereof to the contrary, the execution and
delivery  of  this Assignment and Assumption Agreement by the Assignee is solely
in  its  capacity  as  trustee  for  Bear Steans Asset Backed Securities I Trust
2006-AC1,  Asset-Backed  Certificates, Series 2006-AC1 and not individually, and
any  recourse  against  the  Assignee  in respect of any obligations it may have
under or pursuant to the terms of this Assignment and Assumption Agreement shall
be  limited  solely  to  the  assets it may hold as trustee of Bear Steans Asset
Backed  Securities I Trust 2006-AC1, Asset-Backed Certificates, Series 2006-AC1.

Recognition  of  Assignee
-------------------------

     8.     From  and after the date hereof, Company shall recognize Assignee as
owner  of the Mortgage Loans and will service the Mortgage Loans for Assignee as
if  Assignee and Company had entered into a separate servicing agreement for the
servicing  of  the  Mortgage  Loans  in the form of the Warranties and Servicing
Agreement  (as  modified  herein), the terms of which are incorporated herein by
reference.  Notwithstanding  anything to the contrary contained herein or in the
Warranties and Servicing Agreement, Company acknowledges that the Mortgage Loans
will  be  part of a REMIC and hereby agrees that in no event will it service the
Mortgage  Loans in a manner that would (i) cause any REMIC to fail to qualify as
a  REMIC or (ii) result in the imposition of a tax upon any REMIC (including but
not  limited  to  the  tax  on  prohibited  transactions  as  defined in Section
860F(a)(2)  of  the  Code  and  the tax on contributions to a REMIC set forth in
Section  860G(d)  of  the  Code).  It  is the intention of Assignor, Company and
Assignee that this Assignment and Assumption 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, waive, or
otherwise  alter  any of the terms or provisions of the Warranties and Servicing
Agreement which amendment, modification, waiver or other alteration would in any
way  affect  the  Mortgage  Loans without the prior written consent of Assignee.

Modification  ofthe  Warranties  and  ServicingAgreement
--------------------------------------------------------

     9.     The  Company  and Assignor hereby amend the Warranties and Servicing
Agreement  as  follows:

     (a)     The  following  definitions  shall  be  added  to  Article I of the
Warranties  and  Servicing  Agreement:

     Assignee:  U.S.  Bank National Association, as trustee for the holders
     --------
     of Bear Stearns Asset Backed Securities I Trust 2006-AC1, Asset Backed
     Certificates,  Series  2006-AC1.

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

     Nonrecoverable  Advance:  Any  advance  previously made by the Company
     -----------------------
     pursuant  to  Section 5.03 or any Servicing Advance which, in the good
     faith  judgment  of  the Company, may not be ultimately recoverable by
     the  Company from Liquidation Proceeds or otherwise. The determination
     by  the  Company  that  it has made a Nonrecoverable Advance, shall be
     evidenced  by an Officer's Certificate of the Company delivered to the
     Purchaser  and  the Master Servicer and detailing the reasons for such
     determination.

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

     Securities  Administrator:  With  respect  to  any  Securitization
     -------------------------
     Transaction, the "securities administrator," if any, identified in the
     related  transaction  documents.

     SEC:  The  Securities  and  Exchange  Commission.
     ---

     Trustee:  U.S.  Bank  National  Association.
     -------

     (b)     The  definition  of  Principal  Prepayment  in  Article  I  of  the
Warranties  and Servicing Agreement is deleted in its entirety and replaced with
the  following:

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

     (c)     The  definition  of  "Qualified  Depository"  in the Warranties and
Servicing  Agreement  shall be modified by deleting the word "A-1" and replacing
it  with  the  word  "A-1+".

     (d)     Article  III of the Agreement is hereby amended effective as of the
date  hereof  by  deleting Section 3.01(l) in its entirety and replacing it with
the  following:

          (l)     No  Material  Change.
                  --------------------

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

     (e)     Article  IV  of the Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  paragraph  to  Section  4.03:

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

     (f)     The  following is added as Subsection 4.05(x) of the Warranties and
Servicing  Agreement:

          "(x)  to  reimburse  itself  for  any  Nonrecoverable  Advances;"

     (g)     Article  IV of the Agreement is hereby amended by replacing Section
4.25  with  the  following:

     The  Company  shall  not  hire  or  otherwise  utilize  the services of any
Subservicer  to  fulfill any of the obligations of the Company as servicer under
this  Agreement or any Reconstitution Agreement unless the Company complies with
the  provisions  of  paragraph  (a) of this Section 4.25.  The Company shall not
hire  or  otherwise  utilize  the  services  of any Subcontractor, and shall not
permit  any  Subservicer  to  hire  or  otherwise  utilize  the  services of any
Subcontractor,  to  fulfill  any  of  the obligations of the Company as servicer
under this Agreement or any Reconstitution Agreement unless the Company complies
with  the  provisions  of  paragraph  (b)  of  this  Section  4.25.

     (a)     It  shall  not  be necessary for the Company to seek the consent of
     the  Purchaser,  ANY Master Servicer or any Depositor to the utilization of
                      ---
     any  Subservicer.  The  Company  shall  cause  any  Subservicer used by the
     Company  (or  by  any Subservicer) for the benefit of the Purchaser and any
     Depositor  to  comply  with  the  provisions  of this Section 4.25 and with
     Sections  6.04,  6.06, 9.01(e)(iii), 9.01(e)(v), 9.01(e)(vi), 9.01(e)(vii),
     9.01(e)(viii)  and  9.01(f) of this Agreement to the same extent as if such
     Subservicer  were the Company, and to provide the information required with
     respect  to  such  Subservicer under Section 9.01(e)(iv) of this Agreement.
     The  Company  shall  be responsible for obtaining from each Subservicer and
     delivering  to  the  Purchaser  and  any  Depositor any servicer compliance
     statement  required  to be delivered by such Subservicer under Section 6.04
     and  any  assessment of compliance and attestation required to be delivered
     by such Subservicer under Section 6.06 and any certification required to be
     delivered  to  the Person that will be responsible for signing the Sarbanes
     Certification  under  Section  6.06  as  and when required to be delivered.

     (b)     It  shall  not  be necessary for the Company to seek the consent of
     the  Purchaser,  any Master Servicer or any Depositor to the utilization of
     any  Subcontractor.  The Company shall promptly upon request provide to the
     Purchaser,  any  Master  Servicer and any Depositor (or any designee of the
     Depositor,  such  as  an  administrator) a written description (in form and
     substance  satisfactory  to  the  Purchaser, such Depositor and such Master
     Servicer)  of  the  role and function of each Subcontractor utilized by the
     Company  or  any  Subservicer,  specifying  (i)  the  identity of each such
     Subcontractor,  (ii)  which  (if  any)  of  such  Subcontractors  are
     "participating  in  the servicing function" within the meaning of Item 1122
     of  Regulation  AB, and (iii) which elements of the Servicing Criteria will
     be  addressed  in  assessments of compliance provided by each Subcontractor
     identified  pursuant  to  clause  (ii)  of  this  paragraph.

     As  a  condition  to  the utilization of any Subcontractor determined to be
"participating  in  the  servicing  function" within the meaning of Item 1122 of
Regulation  AB,  the  Company  shall  cause  any  such Subcontractor used by the
Company  (or  by  any  Subservicer)  for  the  benefit  of the Purchaser and any
Depositor  to  comply  with  the provisions of Sections 6.06 and 9.01(f) of this
Agreement  to  the  same  extent as if such Subcontractor were the Company.  The
Company  shall  be  responsible  for  obtaining  from  each  Subcontractor  and
delivering  to  the Purchaser and any Depositor any assessment of compliance and
attestation  and  the  other  certifications  required  to  be delivered by such
Subservicer  and such Subcontractor under Section 6.06, in each case as and when
required  to  be  delivered.

     (h)     Article  V  of  the Agreement is hereby amended effective as of the
date  hereof  by deleting Section 5.02 in its entirety and replacing it with the
following:

     Section  5.02     Statements  to  the  Purchaser.
                       ------------------------------

No  later than the tenth (10th) calendar day (or if such tenth (10th) day is not
a  Business  Day,  the first Business Day immediately preceding such tenth (10th
day)  of  each  month,  the  Company  shall  furnish  to  the Master Servicer an
electronic  file  containing  the  data specified in Exhibit I, which data shall
                                                     ---------
reflect  information  as  to  the period ending on the last day of the preceding
month,  Exhibit  J  with respect to defaulted mortgage loans and Exhibit M, with
        ----------                                               ---------
respect  to  realized  losses  and  gains,  with  each  such  report.

     (i)     Section 6.04 (Annual Statements as to Compliance) is hereby amended
as  follows:

          (1)     delete  paragraph  (i)  in  its  entirety;

          (2)     delete the reference to "(ii)" at the beginning of the section
     paragraph;  and

          (3)     Delete the references to "the Purchaser and any Depositor" and
     replace  each  with  "the  Master  Servicer".

     (j)     Section  6.05  (Annual  Independent  Public  Accountants' Servicing
Report)  is  deleted  in  its  entirety.

     (k)     Section  6.06  (Report on Assessment of Compliance and Attestation)
is  hereby  amended  by  replacing  the  references  to  "the  Purchaser and any
Depositor"  with  "the  Master  Servicer" and "the Purchaser and such Depositor"
with  "the  Master  Servicer".

     (l)     Section  6.07(ii)  is hereby amended by replacing the references to
"Purchaser or Depositor" with "Purchaser, any Master Servicer or any Depositor."

     (m)     The  following are added as the second, third and fourth paragraphs
of  Section  6.09  of  the  Warranties  and  Servicing  Agreement:

          "Notwithstanding  anything  in  this  Agreement  to  the contrary, the
     Company  (a) shall not permit any modification with respect to any Mortgage
     Loan that would change the Mortgage Interest Rate and (b) shall not (unless
     the  Mortgagor  is  in  default  with  respect to the Mortgage Loan or such
     default is, in the judgment of the Company, reasonably foreseeable) make or
     permit  any  modification,  waiver or amendment of any term of any Mortgage
     Loan that would both effect an exchange or reissuance of such Mortgage Loan
     under  Section  1001  of  the  Code  (or  Treasury  regulations promulgated
     thereunder).

          Prior to taking any action with respect to the Mortgage Loans which is
     not contemplated under the terms of this Agreement, the Company will obtain
     an Opinion of Counsel reasonably acceptable to the Securities Administrator
     with a copy to the Trustee with respect to whether such action could result
     in the imposition of a tax upon the REMIC (including but not limited to the
     tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
     and the tax on contributions to a REMIC set forth in Section 860G(d) of the
     Code)  (either such event, an "Adverse REMIC Event"), and the Company shall
     not take any such action or cause the Trust Fund to take any such action as
     to  which  it  has  been  advised  that an Adverse REMIC Event could occur.

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

     (n)     Article  IX  of  the  Warranties  and Servicing Agreement is hereby
amended  effective  as  of the date hereof by replacing Section 9.01(e)(iv) with
the  following:

     (iv)     For  the  purpose of satisfying the reporting obligation under the
     Exchange  Act  with  respect  to  any class of asset-backed securities, the
     Company  shall  (or shall cause each Subservicer and Third-Party Originator
     to) (1) provide prompt notice to the Purchaser, any Master Servicer and any
     Depositor  in  writing  of  (A)  any  material  litigation  or governmental
     proceedings  involving  the  Company,  any  Subservicer  or any Third-Party
     Originator,  (B)  any  affiliations or relationships that develop following
     the  closing  date of a Securitization Transaction between the Company, any
     Subservicer  or any Third-Party Originator and any of the parties specified
     in  Section  9.01(e)(i)(D)  (and any other parties identified in writing by
     the  requesting party) with respect to such Securitization Transaction, (C)
     any  Event  of  Default  under  the  terms  of  this  Agreement  or  any
     Reconstitution  Agreement,  (D)  any  merger,  consolidation  or  sale  of
     substantially all of the assets of the Company, and (E) the Company's entry
     into  an  agreement  with  a  Subservicer  to  perform  or  assist  in  the
     performance of any of the Company's obligations under this Agreement or any
     Reconstitution  Agreement,  and  (2)  provide  to  the  Purchaser  and  any
     Depositor a description of such proceedings, affiliations or relationships.

          All  notification  pursuant  to  this  Section 9.01(e)(iv), other than
     those  pursuant  to  Section  9.01(e)(iv)(A),  should  be  sent  to:

     EMC  Mortgage  Corporation
     2780  Lake  Vista  Drive
     Lewisville,  TX  75067-3884
     Attention:  Conduit  Seller  Approval  Dept.
     Facsimile:  (214)  626-3751
     Email:  sellerapproval@bear.com

     With  a  copy  to:

     Bear,  Stearns  &  Co.  Inc.
     383  Madison  Avenue,  3rd  Floor
     New,  York,  NY  10179
     Attention:  Global  Credit  Administration
     Facsimile:  (212)  272-6564

     Notifications  pursuant  to  Section  9.01(e)(iv)(A)  should  be  sent  to:

     EMC  Mortgage  Corporation
     Two  Mac  Arthur  Ridge
     909  Hidden  Ridge  Drive,  Suite  200
     Irving,  TX  75038
     Attention:  Associate  General  Counsel  for  Loan  Administration
     Facsimile:  (972)  831-2555

     With  copies  to:

     Bear,  Stearns  &  Co.  Inc.
     383  Madison  Avenue,  3rd  Floor
     New,  York,  NY  10179
     Attention:  Global  Credit  Administration
     Facsimile:  (212)  272-6564

     EMC  Mortgage  Corporation
     2780  Lake  Vista  Drive
     Lewisville,  TX  75067-3884
     Attention:  Conduit  Seller  Approval  Dept.
     Facsimile:  (214)  626-3751
     Email:  sellerapproval@bear.com

     (o)     Section  9.01(e)(v)  of  the  Warranties and Servicing Agreement is
hereby  amended  effective as of the date hereof, by replacing the references to
"the  Purchaser  and any Depositor" with "the Purchaser, the Master Servicer and
any  Depositor"  and "the Purchaser and such Depositor" with "the Purchaser, the
Master  Servicer  and  such  Depositor".

     (p)     The third paragraph of Section 9.01 of the Warranties and Servicing
Agreement  is  hereby  amended effective as of the date hereof by replacing such
section  with  the  following:

          The  Purchaser  and the Company acknowledge and agree that the purpose
     of  Section  9.01(e)  is  to facilitate compliance by the Purchaser and any
     Depositor  with  the  provisions  of  Regulation  AB  and related rules and
     regulations  of the Commission. Although Regulation AB is applicable by its
     terms  only  to  offerings  of  asset-backed securities that are registered
     under  the  Securities  Act,  the  Company  acknowledges  that investors in
     privately  offered  securities  may  require  that  the  Purchaser  or  any
     Depositor  provide  comparable  disclosure  in  unregistered  offerings.
     References  in  this  Agreement  to  compliance  with Regulation AB include
     provision  of  comparable  disclosure  in  private  offerings.

          Neither  the  Purchaser,  the  Master Servicer nor any Depositor shall
     exercise  its right to request delivery of information or other performance
     under these provisions other than in good faith, or for purposes other than
     compliance  with  the  Securities  Act,  the Exchange Act and the rules and
     regulations  of  the  Commission  thereunder (or the provision in a private
     offering  of  disclosure  comparable  to that required under the Securities
     Act).  The Company acknowledges that interpretations of the requirements of
     Regulation  AB  may  change over time, whether due to interpretive guidance
     provided  by  the  Commission or its staff, consensus among participants in
     the  asset-backed  securities markets, advice of counsel, or otherwise, and
     agrees  to  comply with requests made by the Purchaser, the Master Servicer
     or  any  Depositor  in  good  faith for delivery of information under these
     provisions  on  the  basis of evolving interpretations of Regulation AB. In
     connection with any Securitization Transaction, the Company shall cooperate
     fully  with  the  Purchaser  and  any  Master  Servicer  to  deliver to the
     Purchaser  (including  any  of  its  assignees  or  designees),  any Master
     Servicer  and  any  Depositor,  any  and  all  statements,  reports,
     certifications,  records  and  any  other information necessary in the good
     faith  determination of the Purchaser, the Master Servicer or any Depositor
     to  permit  the Purchaser, such Master Servicer or such Depositor to comply
     with  the  provisions  of  Regulation  AB,  together  with such disclosures
     relating  to  the  Company, any Subservicer, any Third-Party Originator and
     the  Mortgage  Loans,  or  the  servicing of the Mortgage Loans, reasonably
     believed  by  the  Purchaser  or  any Depositor to be necessary in order to
     effect  such  compliance.

          The  Purchaser  (including  any  of  its assignees or designees) shall
     cooperate  with  the  Company  by  providing  timely notice of requests for
     information under these provisions and by reasonably limiting such requests
     to  information required, in the Purchaser's reasonable judgment, to comply
     with  Regulation  AB.

     (q)     Section  9.01(e)(vii)  of the Warranties and Servicing Agreement is
hereby  amended  effective  as of the date hereof by replacing such section with
the  following:

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

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

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

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

     (r)     Article  IX  of the Agreement is hereby amended effective as of the
date  hereof  by  inserting  the following new Section 9.01(e)(viii) as follows:

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

     (s)     Article  IX  of the Agreement is hereby amended effective as of the
date  hereof  by  inserting  the  following after Section 9.01(e)(iii)(H) in its
entirety  as  follows:

          (I)     a  description  of  any  material  legal  or  governmental
     proceedings pending (or known to be contemplated) against the Servicer; and

          (J)     a  description  of any affiliation or relationship between the
     Servicer  and any of the following parties to a Securitization Transaction,
     as  such  parties  are  identified  to the Servicer by the Purchaser or any
     Depositor  in  writing  in  advance  of  such  Securitization  Transaction:

               (1)  the  sponsor;
               (2)  the  depositor;
               (3)  the  issuing  entity;
               (4)  any  servicer;
               (5)  any  trustee;
               (6)  any  originator;
               (7)  any  significant  obligor;
               (8)  any  enhancement  or  support  provider;  and
               (9)  any  other  material  transaction  party.

     (t)     Article IX of this Agreement is hereby amended by replacing Section
9.01(f)  with  the  following:

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

          (i)  (A)     any  untrue  statement  of  a  material fact contained or
               alleged  to  be  contained  in  any  information,  report,
               certification,  data,  accountants'  letter  or  other  material
               provided  under  Sections  9.01(c) and (e) by or on behalf of the
               Company,  or  provided  under  Sections  9.01(c) and (e) by or on
               behalf  of  any  Subservicer,  Subcontractor  or  Third-Party
               Originator  (collectively, the "Company Information"), or (B) the
               omission  or alleged omission to state in the Company Information
               a  material fact required to be stated in the Company Information
               or  necessary  in  order  to  make the statements therein, in the
               light  of  the  circumstances  under  which  they  were made, not
               misleading; provided, by way of clarification, that clause (B) of
               this  paragraph  shall  be  construed  solely by reference to the
               Company Information and not to any other information communicated
               in  connection  with  a  sale  or purchase of securities, without
               regard  to whether the Company Information or any portion thereof
               is  presented  together  with  or  separately  from  such  other
               information;

          (ii) any  breach  by the Company of its obligations under this Section
               9.01(f),  including  any failure by the Company, any Subservicer,
               any  Subcontractor  or  any Third-Party Originator to deliver any
               information,  report, certification, accountants' letter or other
               material  when  and  as  required under Sections 9.01(c) and (e),
               including  any  failure  by  the  Company  to  identify  any
               Subcontractor  "participating  in  the servicing function" within
               the  meaning  of  Item  1122  of  Regulation  AB;  or

         (iii) any  breach  by the Company of a representation or warranty set
               forth  in  Section  9.01(e)(iv)(A)  or  in  a  writing  furnished
               pursuant to Section 9.01(e)(iv)(B) and made as of a date prior to
               the  closing  date  of the related Securitization Transaction, to
               the extent that such breach is not cured by such closing date, or
               any  breach  by  the Company of a representation or warranty in a
               writing  furnished  pursuant  to  Section  9.01(e)(iv)(B)  to the
               extent  made  as  of  a  date  subsequent  to  such closing date.

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

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

               In the case of any failure of performance described in sub-clause
               (ii)  of  this  Section  9.01(f),  the  Company  shall  promptly
               reimburse  the  Purchaser, any Depositor, as applicable, and each
               Person  responsible  for  the preparation, execution or filing of
               any  report required to be filed with the Commission with respect
               to  such  Securitization  Transaction,  or  for  execution  of  a
               certification  pursuant to Rule 13a-14(d) or Rule 15d-14(d) under
               the Exchange Act with respect to such Securitization Transaction,
               for  all costs reasonably incurred by each such party in order to
               obtain  the  information,  report,  certification,  accountants'
               letter  or  other  material  not  delivered  as  required  by the
               Company,  any  Subservicer,  any Subcontractor or any Third-Party
               Originator.

          THIS  INDEMNIFICATION  SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT
          OR  THE  TERMINATION  OF  ANY  PARTY  TO  THIS  AGREEMENT.

     (u)     Article  X  of  the Agreement is hereby amended effective as of the
date  hereof by adding the following at the end of the last paragraph of Section
10.01:

          If  the  Company  is  terminated  pursuant  to this Section 10.01, the
     Company  shall  promptly  reimburse  the  Purchaser (or any designee of the
     Purchaser, such as a master servicer) and any Depositor, as applicable, for
     all  reasonable  expenses  incurred  by the Purchaser (or such designee) or
     such Depositor, as such are incurred, in connection with the termination of
     the Company as servicer and the transfer of servicing of the Mortgage Loans
     to  a  successor servicer. The provisions of this paragraph shall not limit
     whatever  rights  the  Purchaser  or  any  Depositor  may  have under other
     provisions of this Agreement and/or any applicable Reconstitution Agreement
     or  otherwise,  whether in equity or at law, such as an action for damages,
     specific  performance  or  injunctive  relief.

     (v)     The first sentence of Section 12.03 of the Warranties and Servicing
Agreement  is  deleted  in  its  entirety  and  replaced  with  the  following:

          Section  12.03      Governing  Law.
                              ---------------

          This  Agreement  shall be governed by and construed in accordance with
     the  laws  of  the State of New York without giving effect to principles of
     conflicts  of  laws  (other  than  Section  5-1401  of the New York General
     Obligations  Law) and except to the extent preempted by Federal law and the
     obligations,  rights  and  remedies  of  the  parties  hereunder  shall  be
     determined  in  accordance  with  such  laws.

     (w)     A  new  Section  12.12 (Third Party Beneficiary) is hereby added to
the  Warranties  and  Servicing  Agreement.

          Section  12.12     Third  Party  Beneficiary.
                             --------------------------

          For  Purposes  of  this  Agreement,  each  Master  Servicer  shall  be
     considered a third party beneficiary to this Agreement, entitled to all the
     rights  and benefits hereof as if it were a direct party to this Agreement.

          The  Warranties  and  Servicing  Agreement is hereby amended as of the
     date hereof by inserting a new Exhibit I, a copy of which is annexed hereto
     as  Exhibit  C.

     (x)     The  Warranties and Servicing Agreement is hereby amended as of the
date  hereof  by inserting a new Exhibit J, a copy of which is annexed hereto as
Exhibit  D.

     (y)     The  Warranties and Servicing Agreement is hereby amended as of the
date  hereof  by inserting a new Exhibit K, a copy of which is annexed hereto as
Exhibit  E.

     (z)     The  Warranties and Servicing Agreement is hereby amended as of the
date  hereof  by inserting a new Exhibit D, a copy of which is annexed hereto as
Exhibit  F.


     10.     A  copy  of all assessments, attestations, reports and certificates
required  to  be  delivered  by  the  Servicer  under this AAR Agreement and the
Purchase  Agreement  shall  be  delivered  to the Master Servicer by the date(s)
specified  herein  or  therein,  and  where  such  documents  are required to be
addressed to any party, such addresses shall include the Master Servicer and the
Master  Servicer  shall  be  entitled  to  rely  on  such  documents.

     11.     Distributions  shall  be  made  by  wire  transfer  of  immediately
available  funds  to:

          Bear Stearns BSABS I 2006-AC1 Master Servicer Collection Account
          Wells Fargo Bank, N.A.
          ABA# 121000248
          Account Name: SAS Clearing
          Account # 3970771416
          For Further Credit to: BSABS I 2006-AC1, A/C# 50892200

and  the  Company  shall  deliver all reports required to be delivered under the
Warranties  and  Servicing  Agreement  to  the  Master  Servicer  at:

          Wells Fargo Bank, N.A.
          9062 Old Annapolis Road
          Columbia, Maryland 21045
          Attention: Client Manager BSABS I 2006-AC1
          Telecopier No.: (410) 715-2380

     12.     Notices:

     The  Assignor's  address  for  purposes  of  all notices and correspondence
related  to  the Mortgage Loans and this Assignment and Assumption Agreement is:

          EMC  Mortgage  Corporation
          Mac  Arthur  Ridge  Illinois
          909  Hidden  Ridge  Drive,  Suite  200
          Irving,  Texas  75038
          Attention:  Ralene  Ruyle,  President


          With  a  copy  to:

          Bear Stearns Mortgage Capital Corporation
          383 Madison Avenue
          New York, New York 10179
          Attention: Ernie Calabrese


     The  Assignee's  address  for  purposes  of  all notices and correspondence
related  to  the Mortgage Loans and this Assignment and Assumption Agreement is:

          U.S.  Bank  National  Association,
          as  trustee
          One  Federal  Street,  3rd  Floor
          Boston,  MA  02110
          Attention: Corporate Trust Services
          BSABS I 2006-AC1
          Telecopy: (617) 603-6413

     The  Company's  address  for  purposes  of  all  notices and correspondence
related  to  the Mortgage Loans and this Assignment and Assumption Agreement is:

          Wells  Fargo  Bank,  N.A.
          1 Home Campus
          MAC X2401-042
          Des Moines, Iowa 50328-0001
          Attention:  John  B.  Brown


          With  a  copy  to:

          Wells  Fargo  Bank,  N.A.
          1  Home  Campus
          Des  Moines,  Iowa  50328-0001
          Attention:  General  Counsel  -  MAC  X2401-06T

Miscellaneous:
--------------

     13.     Each  party  will  pay  any  commissions  it  has  incurred and the
Assignor  shall  pay  the  fees  of its attorneys and the reasonable fees of the
attorneys  of  the  Assignee and the Company in connection with the negotiations
for,  documenting  of  and  closing  of  the  transactions  contemplated by this
Assignment  and  Assumption  Agreement.

     14.     This  Assignment  and  Assumption  Agreement  shall be construed in
accordance with the laws of the State of New York, including Sections 5-1401 and
5-1402  of  the  New  General  Obligations  Law, but otherwise 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.

     15.     No  term  or  provision of this Assignment and Assumption 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.

     16.     This Assignment and Assumption 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.

     17.     This  Assignment  and  Assumption  Agreement  shall  survive  the
conveyance  of  the  Mortgage  Loans  and  the  assignment of the Warranties and
Servicing  Agreement to the extent of the Mortgage Loans by Assignor to Assignee
and  the  termination  of  the  Warranties  and  Servicing  Agreement.

     18.     This  Assignment  and  Assumption  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.

     19.     In  the  event that any provision of this Assignment and Assumption
Agreement conflicts with any provision of the Warranties and Servicing Agreement
with  respect to the Mortgage Loans, the terms of this Assignment and Assumption
Agreement  shall  control.

     20.     Any  new  loan  number  assigned to a Mortgage Loan by the Assignee
shall  be  provided  to  the Company at the following address: Wells Fargo Bank,
N.A.,  1 Home Campus, MAC X2401-042, Des Moines, Iowa 50328-0001 Attention: John
B.  Brown.  In addition, if Assignee has changed its document custodian from the
previous  custodian,  such new custodian's name, address and contact information
shall  be  provided  to  the  Company  at  the  aforementioned  address.


(page)
     IN  WITNESS WHEREOF, the parties have caused this Assignment and Assumption
Agreement  to be executed by their duly authorized officers as of the date first
above  written.


                              U.S.  BANK  NATIONAL ASSOCIATION, not individually
                              but  solely  as  trustee  for  the holders of Bear
                              Stearns  Asset Backed Securities I Trust 2006-AC1,
                              Asset-Backed  Certificates,  2006-AC1

                              By:
                                 -----------------------------------
                              Name:
                                 -----------------------------------
                              Title:
                                    --------------------------------


                              EMC  MORTGAGE  CORPORATION

                              By:
                                 -----------------------------------
                              Name:
                                 -----------------------------------
                              Title:
                                    --------------------------------


                              WELLS FARGO BANK, N.A.,
                              as Company

                              By:
                                 -----------------------------------
                              Name:
                                 -----------------------------------
                              Title:
                                    --------------------------------


Acknowledged  and  Agreed

WELLS FARGO BANK, N.A.,
as Master Servicer

By:
   --------------------------------
Name:
     ------------------------------
Title:
      -----------------------------


(page)
                                    Exhibit A
                                    ---------

                                 Mortgage Loans


                             [PROVIDED UPON REQUEST]


(page)
                                    Exhibit A
                                    ---------

                        Purchased Servicing Rights Loans


                             [PROVIDED UPON REQUEST]


(page)
                                    Exhibit B
                                    ---------


Master  Mortgage  Loan  Purchase  Agreement,  dated as of October 1, 2004 by and
between  Wells  Fargo  and  EMC;

Assignment  and  Conveyance  Agreement,  dated  as  of  December 23, 2004 by and
between  Wells  Fargo  and  EMC.

Assignment  and  Conveyance  Agreement,  dated  as  of September 29, 2005 by and
between  Wells  Fargo  and  EMC.

Amended and Restated Master Seller's Warranties and Servicing Agreement dated as
of  November  1,  2005,  between  the  Wells  Fargo  and  EMC

                             [PROVIDED UPON REQUEST]


(page)
<TABLE>
<CAPTION>
                                                            Exhibit C

                                                            EXHIBIT I
                                                            ---------


                                                 REPORTING DATA FOR MONTHLY REPORT

                                              STANDARD  FILE LAYOUT - MASTER SERVICING

--------------------------------------------------------------------------------------------------------------------------------
COLUMN NAME                                  DESCRIPTION                        DECIMAL           FORMAT COMMENT            MAX
                                                                                                                           SIZE
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
<S>                     <C>                                                     <C>      <C>                               <C>
SER_INVESTOR_NBR        A value assigned by the Servicer to define a group               Text up to 10 digits                20
                        of loans.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
LOAN_NBR                A unique identifier assigned to each loan by the                 Text up to 10 digits                10
                        investor.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
SERVICER_LOAN_NBR       A unique number assigned to a loan by the Servicer.              Text up to 10 digits                10
                        This may be different than the LOAN_NBR.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
BORROWER_NAME           The borrower name as received in the file.  It is not            Maximum length of 30 (Last,         30
                        separated by first and last name.                                First)
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
SCHED_PAY_AMT           Scheduled monthly principal and scheduled interest         2     No commas(,) or dollar signs ($)    11
                        payment that a borrower is expected to pay, P&I
                        constant.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
NOTE_INT_RATE           The loan interest rate as reported by the Servicer.        4     Max length of 6                      6
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
NET_INT_RATE            The loan gross interest rate less the service fee rate     4     Max length of 6                      6
                        as reported by the Servicer.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
SERV_FEE_RATE           The servicer's fee rate for a loan as reported by the      4     Max length of 6                      6
                        Servicer.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
SERV_FEE_AMT            The servicer's fee amount for a loan as reported by        2     No commas(,) or dollar signs ($)    11
                        the Servicer.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
NEW_PAY_AMT             The new loan payment amount as reported by the             2     No commas(,) or dollar signs ($)    11
                        Servicer.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
NEW_LOAN_RATE           The new loan rate as reported by the Servicer.             4     Max length of 6                      6
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
ARM_INDEX_RATE          The index the Servicer is using to calculate a             4     Max length of 6                      6
                        forecasted rate.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
ACTL_BEG_PRIN_BAL       The borrower's actual principal balance at the             2     No commas(,) or dollar signs ($)    11
                        beginning of the processing cycle.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
ACTL_END_PRIN_BAL       The borrower's actual principal balance at the end of      2     No commas(,) or dollar signs ($)    11
                        the processing cycle.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
BORR_NEXT_PAY_DUE_DATE  The date at the end of processing cycle that the                 MM/DD/YYYY                          10
                        borrower's next payment is due to the Servicer, as
                        reported by Servicer.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
SERV_CURT_AMT_1         The first curtailment amount to be applied.                2     No commas(,) or dollar signs ($)    11
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
SERV_CURT_DATE_1        The curtailment date associated with the first                   MM/DD/YYYY                          10
                        curtailment amount.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
CURT_ADJ_ AMT_1         The curtailment interest on the first curtailment          2     No commas(,) or dollar signs ($)    11
                        amount, if applicable.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
SERV_CURT_AMT_2         The second curtailment amount to be applied.               2     No commas(,) or dollar signs ($)    11
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
SERV_CURT_DATE_2        The curtailment date associated with the second                  MM/DD/YYYY                          10
                        curtailment amount.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
CURT_ADJ_ AMT_2         The curtailment interest on the second curtailment         2     No commas(,) or dollar signs ($)    11
                        amount, if applicable.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
SERV_CURT_AMT_3         The third curtailment amount to be applied.                2     No commas(,) or dollar signs ($)    11
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
SERV_CURT_DATE_3        The curtailment date associated with the third                   MM/DD/YYYY                          10
                        curtailment amount.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
CURT_ADJ_AMT_3          The curtailment interest on the third curtailment          2     No commas(,) or dollar signs ($)    11
                        amount, if applicable.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
PIF_AMT                 The loan "paid in full" amount as reported by the          2     No commas(,) or dollar signs ($)    11
                        Servicer.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
PIF_DATE                The paid in full date as reported by the Servicer.               MM/DD/YYYY                          10
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
ACTION_CODE             The standard FNMA numeric code used to indicate                  Action Code Key:                     2
                        the default/delinquent status of a particular loan.              15=Bankruptcy,
                                                                                         30=Foreclosure,  ,  60=PIF,
                                                                                         63=Substitution,
                                                                                         65=Repurchase,70=REO
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
INT_ADJ_AMT             The amount of the interest adjustment as reported          2     No commas(,) or dollar signs ($)    11
                        by the Servicer.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
SOLDIER_SAILOR_ADJ_AMT  The Soldier and Sailor Adjustment amount, if               2     No commas(,) or dollar signs ($)    11
                        applicable.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
NON_ADV_LOAN_AMT        The Non Recoverable Loan Amount, if applicable.            2     No commas(,) or dollar signs ($)    11
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
LOAN_LOSS_AMT           The amount the Servicer is passing as a loss, if           2     No commas(,) or dollar signs ($)    11
                        applicable.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
SCHED_BEG_PRIN_BAL      The scheduled outstanding principal amount due at          2     No commas(,) or dollar signs ($)    11
                        the beginning of the cycle date to be passed through
                        to investors.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
SCHED_END_PRIN_BAL      The scheduled principal balance due to investors at        2     No commas(,) or dollar signs ($)    11
                        the end of a processing cycle.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
SCHED_PRIN_AMT          The scheduled principal amount as reported by the          2     No commas(,) or dollar signs ($)    11
                        Servicer for the current cycle -- only applicable for
                        Scheduled/Scheduled Loans.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
SCHED_NET_INT           The scheduled gross interest amount less the               2     No commas(,) or dollar signs ($)    11
                        service fee amount for the current cycle as reported
                        by the Servicer -- only applicable for
                        Scheduled/Scheduled Loans.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
ACTL_PRIN_AMT           The actual principal amount collected by the               2     No commas(,) or dollar signs ($)    11
                        Servicer for the current reporting cycle -- only
                        applicable for Actual/Actual Loans.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
ACTL_NET_INT            The actual gross interest amount less the service          2     No commas(,) or dollar signs ($)    11
                        fee amount for the current reporting cycle as
                        reported by the Servicer -- only applicable for
                        Actual/Actual Loans.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
PREPAY_PENALTY_ AMT     The penalty amount received when a borrower                2     No commas(,) or dollar signs ($)    11
                        prepays on his loan as reported by the Servicer.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
PREPAY_PENALTY_ WAIVED  The prepayment penalty amount for the loan waived          2     No commas(,) or dollar signs ($)    11
                        by the servicer.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
MOD_DATE                The Effective Payment Date of the Modification for               MM/DD/YYYY                          10
                        the loan.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
MOD_TYPE                The Modification Type.                                           Varchar - value can be alpha or     30
                                                                                         numeric
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
DELINQ_P&I_ADVANCE_AMT  The current outstanding principal and interest             2     No commas(,) or dollar signs ($)    11
                        advances made by Servicer.
----------------------  ------------------------------------------------------  -------  --------------------------------  -----
</TABLE>


(page)
<TABLE>
<CAPTION>
                                                          Exhibit D

                                                          EXHIBIT J
                                                          ---------

                                             REPORTING DATA FOR DEFAULTED LOANS


                                        STANDARD FILE LAYOUT - DELINQUENCY REPORTING

------------------------------------------------------------------------------------------------------------------
COLUMN/HEADER NAME                                  DESCRIPTION                          DECIMAL       FORMAT
                                                                                                      COMMENT
---------------------------  ----------------------------------------------------------  -------  ----------------
<S>                          <C>                                                         <C>      <C>
SERVICER_LOAN_NBR            A unique number assigned to a loan by the Servicer.  This
                             may be different than the LOAN_NBR
---------------------------  ----------------------------------------------------------  -------  ----------------
LOAN_NBR                     A unique identifier assigned to each loan by the
                             originator.
---------------------------  ----------------------------------------------------------  -------  ----------------
CLIENT_NBR                   Servicer Client Number
---------------------------  ----------------------------------------------------------  -------  ----------------
SERV_INVESTOR_NBR            Contains a unique number as assigned by an external
                             servicer to identify a group of loans in their system.
---------------------------  ----------------------------------------------------------  -------  ----------------
BORROWER_FIRST_NAME          First Name of the Borrower.
---------------------------  ----------------------------------------------------------  -------  ----------------
BORROWER_LAST_NAME           Last name of the borrower.
---------------------------  ----------------------------------------------------------  -------  ----------------
PROP_ADDRESS                 Street Name and Number of Property
---------------------------  ----------------------------------------------------------  -------  ----------------
PROP_STATE                   The state where the  property located.
---------------------------  ----------------------------------------------------------  -------  ----------------
PROP_ZIP                     Zip code where the property is located.
---------------------------  ----------------------------------------------------------  -------  ----------------
BORR_NEXT_PAY_DUE_DATE       The date that the borrower's next payment is due to the              MM/DD/YYYY
                             servicer at the end of processing cycle, as reported by
                             Servicer.
---------------------------  ----------------------------------------------------------  -------  ----------------
LOAN_TYPE                    Loan Type (i.e. FHA, VA, Conv)
---------------------------  ----------------------------------------------------------  -------  ----------------
BANKRUPTCY_FILED_DATE        The date a particular bankruptcy claim was filed.                    MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
BANKRUPTCY_CHAPTER_CODE      The chapter under which the bankruptcy was filed.
---------------------------  ----------------------------------------------------------  -------  ----------------
BANKRUPTCY_CASE_NBR          The case number assigned by the court to the bankruptcy
                             filing.
---------------------------  ----------------------------------------------------------  -------  ----------------
POST_PETITION_DUE_DATE       The payment due date once the bankruptcy has been                    MM/DD/YYYY
                             approved by the courts
---------------------------  ----------------------------------------------------------  -------  ----------------
BANKRUPTCY_DCHRG_DISM_DATE   The Date The Loan Is Removed From Bankruptcy. Either                 MM/DD/YYYY
                             by Dismissal, Discharged and/or a Motion For Relief Was
                             Granted.
---------------------------  ----------------------------------------------------------  -------  ----------------
LOSS_MIT_APPR_DATE           The Date The Loss Mitigation Was Approved By The                     MM/DD/YYYY
                             Servicer
---------------------------  ----------------------------------------------------------  -------  ----------------
LOSS_MIT_TYPE                The Type Of Loss Mitigation Approved For A Loan Such
                             As;
---------------------------  ----------------------------------------------------------  -------  ----------------
LOSS_MIT_EST_COMP_DATE       The Date The Loss Mitigation /Plan Is Scheduled To                   MM/DD/YYYY
                             End/Close
---------------------------  ----------------------------------------------------------  -------  ----------------
LOSS_MIT_ACT_COMP_DATE       The Date The Loss Mitigation Is Actually Completed                   MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
FRCLSR_APPROVED_DATE         The date DA Admin sends a letter to the servicer with                MM/DD/YYYY
                             instructions to begin foreclosure proceedings.
---------------------------  ----------------------------------------------------------  -------  ----------------
ATTORNEY_REFERRAL_DATE       Date File Was Referred To Attorney to Pursue                         MM/DD/YYYY
                             Foreclosure
---------------------------  ----------------------------------------------------------  -------  ----------------
FIRST_LEGAL_DATE             Notice of 1st legal filed by an Attorney in a Foreclosure            MM/DD/YYYY
                             Action
---------------------------  ----------------------------------------------------------  -------  ----------------
FRCLSR_SALE_EXPECTED_DATE    The date by which a foreclosure sale is expected to                  MM/DD/YYYY
                             occur.
---------------------------  ----------------------------------------------------------  -------  ----------------
FRCLSR_SALE_DATE             The actual date of the foreclosure sale.                             MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
FRCLSR_SALE_AMT              The amount a property sold for at the foreclosure sale.        2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
EVICTION_START_DATE          The date the servicer initiates eviction of the borrower.            MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
EVICTION_COMPLETED_DATE      The date the court revokes legal possession of the                   MM/DD/YYYY
                             property from the borrower.
---------------------------  ----------------------------------------------------------  -------  ----------------
LIST_PRICE                   The price at which an REO property is marketed.                2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
LIST_DATE                    The date an REO property is listed at a particular price.            MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
OFFER_AMT                    The dollar value of an offer for an REO property.              2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
OFFER_DATE_TIME              The date an offer is received by DA Admin or by the                  MM/DD/YYYY
                             Servicer.
---------------------------  ----------------------------------------------------------  -------  ----------------
REO_CLOSING_DATE             The date the REO sale of the property is scheduled to                MM/DD/YYYY
                             close.
---------------------------  ----------------------------------------------------------  -------  ----------------
REO_ACTUAL_CLOSING_DATE      Actual Date Of REO Sale                                              MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
OCCUPANT_CODE                Classification of how the property is occupied.
---------------------------  ----------------------------------------------------------  -------  ----------------
PROP_CONDITION_CODE          A code that indicates the condition of the property.
---------------------------  ----------------------------------------------------------  -------  ----------------
PROP_INSPECTION_DATE         The date a  property inspection is performed.                        MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
APPRAISAL_DATE               The date the appraisal was done.                                     MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
CURR_PROP_VAL                The current "as is" value of the property based on             2
                             brokers price opinion or appraisal.
---------------------------  ----------------------------------------------------------  -------  ----------------
REPAIRED_PROP_VAL            The amount the property would be worth if repairs are          2
                             completed pursuant to a broker's price opinion or
                             appraisal.
---------------------------  ----------------------------------------------------------  -------  ----------------
IF APPLICABLE:
---------------------------  ----------------------------------------------------------  -------  ----------------
DELINQ_STATUS_CODE           FNMA Code Describing Status of Loan
---------------------------  ----------------------------------------------------------  -------  ----------------
DELINQ_REASON_CODE           The circumstances which caused a borrower to stop
                             paying on a loan.   Code indicates the reason why the
                             loan is in default for this cycle.
---------------------------  ----------------------------------------------------------  -------  ----------------
MI_CLAIM_FILED_DATE          Date Mortgage Insurance Claim Was Filed With Mortgage                MM/DD/YYYY
                             Insurance Company.
---------------------------  ----------------------------------------------------------  -------  ----------------
MI_CLAIM_AMT                 Amount of Mortgage Insurance Claim Filed                             No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
MI_CLAIM_PAID_DATE           Date Mortgage Insurance Company Disbursed Claim                      MM/DD/YYYY
                             Payment
---------------------------  ----------------------------------------------------------  -------  ----------------
MI_CLAIM_AMT_PAID            Amount Mortgage Insurance Company Paid On Claim                2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
POOL_CLAIM_FILED_DATE        Date Claim Was Filed With Pool Insurance Company                     MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
POOL_CLAIM_AMT               Amount of Claim Filed With Pool Insurance Company              2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
POOL_CLAIM_PAID_DATE         Date Claim Was Settled and The Check Was Issued By                   MM/DD/YYYY
                             The Pool Insurer
---------------------------  ----------------------------------------------------------  -------  ----------------
POOL_CLAIM_AMT_PAID          Amount Paid On Claim By Pool Insurance Company                 2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
FHA_PART_A_CLAIM_FILED_DATE  Date FHA Part A Claim Was Filed With HUD                             MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
FHA_PART_A_CLAIM_AMT         Amount of FHA Part A Claim Filed                               2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
FHA_PART_A_CLAIM_PAID_DATE   Date HUD Disbursed Part A Claim Payment                              MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
FHA_PART_A_CLAIM_PAID_AMT    Amount HUD Paid on Part A Claim                                2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
                                                                                                  ----------------
FHA_PART_B_CLAIM_FILED_DATE  Date FHA Part B Claim Was Filed With HUD                             MM/DD/YYYY
---------------------------  ----------------------------------------------------------           ----------------
FHA_PART_B_CLAIM_AMT         Amount of FHA Part B Claim Filed                               2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
FHA_PART_B_CLAIM_PAID_DATE   Date HUD Disbursed Part B Claim Payment                              MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
FHA_PART_B_CLAIM_PAID_AMT    Amount HUD Paid on Part B Claim                                2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
VA_CLAIM_FILED_DATE          Date VA Claim Was Filed With the Veterans Admin                      MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
VA_CLAIM_PAID_DATE           Date Veterans Admin. Disbursed VA Claim Payment                      MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
VA_CLAIM_PAID_AMT            Amount Veterans Admin. Paid on VA Claim                        2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
------------------------------------------------------------------------------------------------------------------
</TABLE>


EXHIBIT  2:  STANDARD  FILE  CODES  -  DELINQUENCY  REPORTING

The  LOSS  MIT  TYPE  field  should  show  the  approved Loss Mitigation Code as
     ---------------
follows:

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

NOTE:  Wells  Fargo  Bank will accept alternative Loss Mitigation Types to those
-----
above,  provided  that  they  are  consistent  with industry standards.  If Loss
Mitigation Types other than those above are used, the Servicer must supply Wells
Fargo  Bank  with  a  description  of each of the Loss Mitigation Types prior to
sending  the  file.

The  OCCUPANT  CODE field should show the current status of the property code as
     --------------
follows:

     -     Mortgagor
     -     Tenant
     -     Unknown
     -     Vacant

The  PROPERTY  CONDITION  field  should  show the last reported condition of the
     -------------------
property  as  follows:

     -     Damaged
     -     Excellent
     -     Fair
     -     Gone
     -     Good
     -     Poor
     -     Special Hazard
     -     Unknown


(page)
EXHIBIT  2:  STANDARD  FILE  CODES  -  DELINQUENCY  REPORTING,  CONTINUED


The  FNMA DELINQUENT REASON CODE field should show the Reason for Delinquency as
     ---------------------------
follows:

<TABLE>
<CAPTION>
     ------------------------------------------------------
     DELINQUENCY  DELINQUENCY DESCRIPTION
     CODE
     -----------  -----------------------------------------
<S>               <C>
     001          FNMA-Death of principal mortgagor
     -----------  -----------------------------------------
     002          FNMA-Illness of principal mortgagor
     -----------  -----------------------------------------
     003          FNMA-Illness of mortgagor's family member
    ------------  -----------------------------------------
     004          FNMA-Death of mortgagor's family member
     -----------  -----------------------------------------
     005          FNMA-Marital difficulties
     -----------  -----------------------------------------
     006          FNMA-Curtailment of income
     -----------  -----------------------------------------
     007          FNMA-Excessive Obligation
     -----------  -----------------------------------------
     008          FNMA-Abandonment of property
     -----------  -----------------------------------------
     009          FNMA-Distant employee transfer
     -----------  -----------------------------------------
     011          FNMA-Property problem
     -----------  -----------------------------------------
     012          FNMA-Inability to sell property
     -----------  -----------------------------------------
     013          FNMA-Inability to rent property
     -----------  -----------------------------------------
     014          FNMA-Military Service
     -----------  -----------------------------------------
     015          FNMA-Other
     -----------  -----------------------------------------
     016          FNMA-Unemployment
     -----------  -----------------------------------------
     017          FNMA-Business failure
     -----------  -----------------------------------------
     019          FNMA-Casualty loss
     -----------  -----------------------------------------
     022          FNMA-Energy environment costs
     -----------  -----------------------------------------
     023          FNMA-Servicing problems
     -----------  -----------------------------------------
     026          FNMA-Payment adjustment
     -----------  -----------------------------------------
     027          FNMA-Payment dispute
     -----------  -----------------------------------------
     029          FNMA-Transfer of ownership pending
     -----------  -----------------------------------------
     030          FNMA-Fraud
     -----------  -----------------------------------------
     031          FNMA-Unable to contact borrower
     -----------  -----------------------------------------
     INC          FNMA-Incarceration
     ------------------------------------------------------
</TABLE>


(page)
EXHIBIT  2:  STANDARD  FILE  CODES  -  DELINQUENCY  REPORTING,  CONTINUED


The  FNMA  DELINQUENT  STATUS  CODE  field  should show the Status of Default as
     ------------------------------
follows:

<TABLE>
<CAPTION>
     -------------------------------------------------------
     STATUS CODE  STATUS DESCRIPTION
     -----------  ------------------------------------------
<S>               <C>
         09       Forbearance
     -----------  ------------------------------------------
         17       Pre-foreclosure Sale Closing Plan Accepted
     -----------  ------------------------------------------
         24       Government Seizure
     -----------  ------------------------------------------
         26       Refinance
     -----------  ------------------------------------------
         27       Assumption
     -----------  ------------------------------------------
         28       Modification
     -----------  ------------------------------------------
         29       Charge-Off
     -----------  ------------------------------------------
         30       Third Party Sale
     -----------  ------------------------------------------
         31       Probate
     -----------  ------------------------------------------
         32       Military Indulgence
     -----------  ------------------------------------------
         43       Foreclosure Started
     -----------  ------------------------------------------
         44       Deed-in-Lieu Started
     -----------  ------------------------------------------
         49       Assignment Completed
     -----------  ------------------------------------------
         61       Second Lien Considerations
     -----------  ------------------------------------------
         62       Veteran's Affairs-No Bid
     -----------  ------------------------------------------
         63       Veteran's Affairs-Refund
     -----------  ------------------------------------------
         64       Veteran's Affairs-Buydown
     -----------  ------------------------------------------
         65       Chapter 7 Bankruptcy
     -----------  ------------------------------------------
         66       Chapter 11 Bankruptcy
     -----------  ------------------------------------------
         67       Chapter 13 Bankruptcy
     -------------------------------------------------------
</TABLE>


(page)
                                    Exhibit E

                                    EXHIBIT K

                  REPORTING DATA FOR REALIZED LOSSES AND GAINS


          CALCULATION OF REALIZED LOSS/GAIN FORM 332- INSTRUCTION SHEET


NOTE:  DO  NOT  NET  OR  COMBINE  ITEMS.  SHOW ALL EXPENSES INDIVIDUALLY AND ALL
CREDITS AS SEPARATE LINE ITEMS.  CLAIM PACKAGES ARE DUE ON THE REMITTANCE REPORT
DATE.  LATE  SUBMISSIONS  MAY  RESULT  IN  CLAIMS  NOT  BEING  PASSED  UNTIL THE
FOLLOWING  MONTH.  THE  SERVICER  IS RESPONSIBLE TO REMIT ALL FUNDS PENDING LOSS
APPROVAL  AND  /OR  RESOLUTION  OF  ANY  DISPUTED  ITEMS.


          THE NUMBERS ON THE 332 FORM CORRESPOND WITH THE NUMBERS LISTED BELOW.

LIQUIDATION  AND  ACQUISITION  EXPENSES:
----------------------------------------

1.   The  Actual  Unpaid  Principal  Balance  of  the  Mortgage  Loan.  For
     documentation,  an  Amortization  Schedule  from  date  of  default through
     liquidation  breaking  out  the net interest and servicing fees advanced is
     required.

2.   The  Total  Interest  Due  less  the aggregate amount of servicing fee that
     would  have been earned if all delinquent payments had been made as agreed.
     For  documentation,  an  Amortization Schedule from date of default through
     liquidation  breaking  out  the net interest and servicing fees advanced is
     required.

3.   Accrued  Servicing  Fees  based upon the Scheduled Principal Balance of the
     Mortgage  Loan  as  calculated  on  a  monthly basis. For documentation, an
     Amortization Schedule from date of default through liquidation breaking out
     the  net  interest  and  servicing  fees  advanced  is  required.

4-12. Complete  as  applicable.  Required  documentation:

     *  For  taxes  and  insurance advances - see page 2 of 332 form - breakdown
     required  showing  period

          of  coverage,  base  tax, interest, penalty. Advances prior to default
          require  evidence  of  servicer  efforts  to  recover  advances.

      *  For  escrow  advances  -  complete  payment  history

       (to  calculate  advances  from  last  positive  escrow balance forward)

     * Other expenses - copies of corporate advance history showing all payments

     *  REO  repairs  >  $1500  require  explanation

     *  REO  repairs  >$3000  require  evidence  of  at  least  2  bids.

     *  Short  Sale  or Charge Off require P&L supporting the decision and WFB's
     approved  Officer  Certificate

     *  Unusual  or  extraordinary  items  may  require  further  documentation.

13.  The total of lines 1 through 12.

Credits:
--------

14-21. Complete as applicable. Required documentation:

     *  Copy  of  the  HUD  1  from  the  REO  sale.  If  a  3rd Party Sale, bid
     instructions  and  Escrow  Agent  /  Attorney

       Letter  of  Proceeds  Breakdown.

     *  Copy  of  EOB  for  any  MI  or  gov't  guarantee

     *  All  other  credits  need  to  be  clearly  defined  on  the  332  form


22.  The total of lines 14 through 21.



Please  Note:     For  HUD/VA  loans, use line (18a) for Part A/Initial proceeds
-------------
                  and  line  (18b)  for  Part  B/Supplemental  proceeds.


TOTAL  REALIZED  LOSS  (OR  AMOUNT  OF  ANY  GAIN)
--------------------------------------------------
23.  The  total  derived  from  subtracting  line  22  from  13.  If  the amount
     represents  a  realized  gain,  show  the  amount  in  parenthesis  (  ).


(page)
                   CALCULATION OF REALIZED LOSS/GAIN FORM 332


     Prepared  by:  _______________              Date:  _______________
     Phone:  ______________________   Email  Address:_____________________

------------------------  ----------------------  ------------------------------
Servicer Loan No.         Servicer Name           Servicer Address


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

     WELLS  FARGO  BANK,  N.A.  LOAN  NO._____________________________

     Borrower's  Name: ____________________________________________________
     Property Address: ____________________________________________________

     LIQUIDATION  TYPE:   REO SALE    3RD PARTY SALE    SHORT SALE    CHARGE OFF

     WAS THIS LOAN GRANTED A BANKRUPTCY DEFICIENCY OR CRAMDOWN      YES  NO
     If  "Yes",  provide  deficiency  or  cramdown  amount______________________

<TABLE>
<CAPTION>
LIQUIDATION AND ACQUISITION EXPENSES:
<S>                                                             <C>
     (1)     Actual Unpaid Principal Balance of Mortgage Loan   $__________(1)
     (2)     Interest accrued at Net Rate                        __________(2)
     (3)     Accrued Servicing Fees                              __________(3)
     (4)     Attorney's Fees                                     __________(4)
     (5)     Taxes (see page 2)                                  __________(5)
     (6)     Property Maintenance                                __________(6)
     (7)     MI/Hazard Insurance Premiums (see page 2)           __________(7)
     (8)     Utility Expenses                                    __________(8)
     (9)     Appraisal/BPO                                       __________(9)
     (10)    Property Inspections                                __________(10)
     (11)    FC Costs/Other Legal Expenses                       __________(11)
     (12)    Other (itemize)                                     __________(12)
             Cash for Keys_____________________________          __________(12)
             HOA/Condo Fees____________________________          __________(12)
             __________________________________________          __________(12)

             TOTAL EXPENSES                                     $__________(13)
     CREDITS:
     (14)    Escrow Balance                                     $__________(14)
     (15)    HIP Refund                                          __________(15)
     (16)    Rental Receipts                                     __________(16)
     (17)    Hazard Loss Proceeds                                __________(17)
     (18)    Primary Mortgage Insurance / Gov't Insurance        __________(18a) HUD Part A
                                                                 __________(18b) HUD Part B
     (19)    Pool Insurance Proceeds                             __________(19)
     (20)    Proceeds from Sale of Acquired Property             __________(20)
     (21)    Other (itemize)                                     __________(21)
     __________________________________________________          __________(21)

             TOTAL CREDITS                                      $__________(22)
     TOTAL REALIZED LOSS (OR AMOUNT OF GAIN)                    $__________(23)
</TABLE>


(page)
<TABLE>
<CAPTION>
ESCROW DISBURSEMENT DETAIL

------------------------------------------------------------------------
TYPE(TAX   DATE PAID  PERIOD OF  TOTAL PAID   BASE   PENALTIES  INTEREST
  /INS.)              COVERAGE               AMOUNT
---------  ---------  ---------  ----------  ------  ---------  --------
<S>        <C>        <C>        <C>         <C>     <C>        <C>


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


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


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


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


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


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


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


------------------------------------------------------------------------
</TABLE>


(page)
                                    Exhibit F

                                    Exhibit D


         SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE


     The  assessment  of  compliance  to be delivered by [the Servicer] [Name of
Subservicer]  shall  address,  at a minimum, the criteria identified as below as
"Applicable  Servicing  Criteria":

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                                                       APPLICABLE
                                      SERVICING CRITERIA                                               SERVICING
                                                                                                        CRITERIA
----------------  -----------------------------------------------------------------------------------  ----------
   REFERENCE                                         CRITERIA
----------------  -----------------------------------------------------------------------------------  ----------
<C>               <S>                                                                                  <C>
                                           GENERAL SERVICING CONSIDERATIONS
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(1)(i)     Policies and procedures are instituted to monitor any performance or other               X
                  triggers and events of default in accordance with the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(1)(ii)    If any material servicing activities are outsourced to third parties, policies and       X
                  procedures are instituted to monitor the third party's performance and
                  compliance with such servicing activities.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(1)(iii)   Any requirements in the transaction agreements to maintain a back-up
                  servicer for the mortgage loans are maintained.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(1)(iv)    A fidelity bond and errors and omissions policy is in effect on the party                X
                  participating in the servicing function throughout the reporting period in the
                  amount of coverage required by and otherwise in accordance with the terms
                  of the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
                                          CASH COLLECTION AND ADMINISTRATION
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(2)(i)     Payments on mortgage loans are deposited into the appropriate custodial                  X
                  bank accounts and related bank clearing accounts no more than two
                  business days following receipt, or such other number of days specified in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(2)(ii)    Disbursements made via wire transfer on behalf of an obligor or to an investor           X
                  are made only by authorized personnel.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(2)(iii)   Advances of funds or guarantees regarding collections, cash flows or                     X
                  distributions, and any interest or other fees charged for such advances, are
                  made, reviewed and approved as specified in the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(2)(iv)    The related accounts for the transaction, such as cash reserve accounts or               X
                  accounts established as a form of overcollateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(2)(v)     Each custodial account is maintained at a federally insured depository                   X
                  institution as set forth in the transaction agreements. For purposes of this
                  criterion, "federally insured depository institution" with respect to a foreign
                  financial institution means a foreign financial institution that meets the
                  requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi)    Unissued checks are safeguarded so as to prevent unauthorized access.                    X
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(2)(vii)   Reconciliations are prepared on a monthly basis for all asset-backed                     X
                  securities related bank accounts, including custodial accounts and related
                  bank clearing accounts. These reconciliations are (A) mathematically
                  accurate; (B) prepared within 30 calendar days after the bank statement
                  cutoff date, or such other number of days specified in the transaction
                  agreements; (C) reviewed and approved by someone other than the person
                  who prepared the reconciliation; and (D) contain explanations for reconciling
                  items. These reconciling items are resolved within 90 calendar days of their
                  original identification, or such other number of days specified in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
                                      INVESTOR REMITTANCES AND REPORTING
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(3)(i)     Reports to investors, including those to be filed with the Commission, are               X
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with the terms
                  specified in the transaction agreements; (C) are filed with the Commission as
                  required by its rules and regulations; and (D) agree with investors' or the
                  trustee's records as to the total unpaid principal balance and number of
                  mortgage loans serviced by the Servicer.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(3)(ii)    Amounts due to investors are allocated and remitted in accordance with                   X
                  timeframes, distribution priority and other terms set forth in the transaction
                  agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(3)(iii)   Disbursements made to an investor are posted within two business days to                 X
                  the Servicer's investor records, or such other number of days specified in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(3)(iv)    Amounts remitted to investors per the investor reports agree with cancelled              X
                  checks, or other form of payment, or custodial bank statements.
----------------  -----------------------------------------------------------------------------------  ----------
                                        POOL ASSET ADMINISTRATION
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(i)     Collateral or security on mortgage loans is maintained as required by the                X
                  transaction agreements or related mortgage loan documents.
1122(d)(4)(ii)    Mortgage loan and related documents are safeguarded as required by the                   X
                  transaction agreements
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(iii)   Any additions, removals or substitutions to the asset pool are made, reviewed            X
                  and approved in accordance with any conditions or requirements in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(iv)    Payments on mortgage loans, including any payoffs, made in accordance                    X
                  with the related mortgage loan documents are posted to the Servicer's obligor
                  records maintained no more than two business days after receipt, or such
                  other number of days specified in the transaction agreements, and allocated
                  to principal, interest or other items (e.g., escrow) in accordance with the
                  related mortgage loan documents.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(v)     The Servicer's records regarding the mortgage loans agree with the                       X
                  Servicer's records with respect to an obligor's unpaid principal balance.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(vi)    Changes with respect to the terms or status of an obligor's mortgage loans               X
                  (e.g., loan modifications or re-agings) are made, reviewed and approved by
                  authorized personnel in accordance with the transaction agreements and
                  related pool asset documents.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(vii)   Loss mitigation or recovery actions (e.g., forbearance plans, modifications              X
                  and deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance with the
                  timeframes or other requirements established by the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(viii)  Records documenting collection efforts are maintained during the period a                X
                  mortgage loan is delinquent in accordance with the transaction agreements.
                  Such records are maintained on at least a monthly basis, or such other period
                  specified in the transaction agreements, and describe the entity's activities in
                  monitoring delinquent mortgage loans including, for example, phone calls,
                  letters and payment rescheduling plans in cases where delinquency is
                  deemed temporary (e.g., illness or unemployment).
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(ix)    Adjustments to interest rates or rates of return for mortgage loans with                 X
                  variable rates are computed based on the related mortgage loan documents.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(x)     Regarding any funds held in trust for an obligor (such as escrow accounts):              X
                  (A) such funds are analyzed, in accordance with the obligor's mortgage loan
                  documents, on at least an annual basis, or such other period specified in the
                  transaction agreements; (B) interest on such funds is paid, or credited, to
                  obligors in accordance with applicable mortgage loan documents and state
                  laws; and (C) such funds are returned to the obligor within 30 calendar days
                  of full repayment of the related mortgage loans, or such other number of days
                  specified in the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(xi)    Payments made on behalf of an obligor (such as tax or insurance payments)                X
                  are made on or before the related penalty or expiration dates, as indicated on
                  the appropriate bills or notices for such payments, provided that such support
                  has been received by the servicer at least 30 calendar days prior to these
                  dates, or such other number of days specified in the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(xii)   Any late payment penalties in connection with any payment to be made on                  X
                  behalf of an obligor are paid from the servicer's funds and not charged to the
                  obligor, unless the late payment was due to the obligor's error or omission.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(xiii)  Disbursements made on behalf of an obligor are posted within two business                X
                  days to the obligor's records maintained by the servicer, or such other
                  number of days specified in the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(xiv)   Delinquencies, charge-offs and uncollectible accounts are recognized and                 X
                  recorded in accordance with the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(xv)    Any external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set forth in the
                  transaction agreements.
-----------------------------------------------------------------------------------------------------------------
</TABLE>







                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

     This  is  an  Assignment,  Assumption  and Recognition Agreement (this "AAR
Agreement")  made  as  of  January 31, 2006, among EMC Mortgage Corporation (the
"Assignor"),  U.S.  Bank  National  Association,  not individually but solely as
trustee  for  the  holders  of  Bear  Stearns  Asset  Backed  Securities I Trust
2006-AC1,  Asset-Backed  Certificates,  Series  2006-AC1  (the  "Assignee")  and
Savannah  Bank,  NA  dba  Harbourside  Mortgage  Corporation  (the  "Company").

     In consideration of the mutual promises contained herein the parties hereto
agree  that  the  residential  mortgage  loans  (the "Assigned Loans") listed on
Attachment  1  annexed hereto purchased by the Assignor from the Company and now
serviced  by Company for Assignor and its successors and assigns pursuant to the
Purchase, Warranties and Servicing Agreement, dated as of April 1, 2005, between
Assignor  and Company, as amended (the "Purchase Agreement") shall be subject to
the  terms  of this AAR Agreement. Capitalized terms used herein but not defined
shall  have  the  meanings  ascribed  to  them  in  the  Purchase  Agreement.

                            Assignment and Assumption

     Except  as  expressly  provided  for  herein,  the  Assignor hereby grants,
transfers  and  assigns  to the Assignee all of its right, title and interest as
in,  to  and  under  (a)  the Assigned Loans and (b) the Purchase Agreement with
respect  to  the  Assigned  Loans;  provided,  however, that the Assignor is not
assigning  to the Assignee any of its right, title or interest, in, to and under
the Purchase Agreement with respect to any mortgage loan other than the Assigned
Loans  listed  on  Attachment  1.  Notwithstanding  anything  to  the  contrary
contained  herein, the Assignor specifically reserves and does not assign to the
Assignee  any  right, title and interest in, to or under the representations and
warranties contained in Section 3.01 and Section 3.02 of the Purchase Agreement,
and  any  obligation  of  the  Company  to  cure, repurchase or substitute for a
mortgage  loan  and  to  indemnify the Assignor with respect to a breach of such
representations  and warranties pursuant to Section 3.03 and Section 8.01 of the
Purchase  Agreement,  and  the  Assignor  is  retaining the right to enforce the
representations  and  warranties and the obligations of the Company set forth in
those  sections  against  the  Company.  In  addition, the Assignor specifically
reserves  and  does not assign to the Assignee any right, title and interest in,
to  or  under  (a)  Section 2.09 of the Purchase Agreement, (b) Section 4.03 and
Section  4.13 of the Purchase Agreement (but only insofar as such Sections grant
to  the  Purchaser  the  right  to terminate the servicing of defaulted Mortgage
Loans and/or REO Properties by the Company) and (c) Section 10.2 of the Purchase
Agreement,  and  the  Assignor  is  retaining the right to enforce such sections
against  the  Company.  Except  as  is  otherwise expressly provided herein, the
Assignor  makes  no representations, warranties or covenants to the Assignee and
the  Assignee  acknowledges that the Assignor has no obligations to the Assignee
under  the  terms  of  the  Purchase  Agreement  or  otherwise  relating  to the
transaction  contemplated  herein (including, but not limited to, any obligation
to  indemnify  the  Assignee).

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

     1.     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 Assignor'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 AAR Agreement, and to consummate the
transactions  set  forth  herein.  The  consummation  of  the  transactions
contemplated  by  this  AAR  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 AAR
Agreement  and  the  consummation by it of the transactions contemplated hereby,
have  been  duly  authorized  by  all  necessary corporate action on the part of
Assignor.  This  AAR  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  AAR Agreement, or the consummation by it of the transactions
contemplated  hereby;

     (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;

     (i)     The  Assignor  has  received from Company, and has delivered to the
Assignee,  all  documents  required  to  be delivered to Assignor by the Company
prior  to the date hereof pursuant to the Purchase Agreement with respect to the
Assigned Loans and has not received, and has not requested from the Company, any
additional  documents;  and

     (j)     There  is  no action, suit, proceeding, investigation or litigation
pending or, to Assignor's knowledge, threatened, which either in any instance or
in  the  aggregate,  if determined adversely to Assignor, would adversely affect
Assignor's  execution  or  delivery  of,  or  the  enforceability  of,  this AAR
Agreement,  or  the Assignor's ability to perform its obligations under this AAR
Agreement.

     2.     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  hold  the  Assigned Loans as trustee on behalf of the
holders  of  the  Bear  Stearns  Asset  Backed  Securities  I  Trust  2006-AC1,
Asset-Backed  Certificates,  Series  2006-AC1;

     (b)     Assignee has full corporate power and authority to execute, deliver
and  perform  its  obligations  under  this AAR Agreement, and to consummate the
transactions  set  forth  herein.  The  consummation  of  the  transactions
contemplated  by  this  AAR  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 AAR
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  AAR  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  AAR Agreement, or the consummation by it of the transactions
contemplated  hereby;

     (d)     There  is  no action, suit, proceeding, investigation or litigation
pending or, to Assignee's knowledge, threatened, which either in any instance or
in  the  aggregate,  if determined adversely to Assignee, would adversely affect
Assignee's  execution  or  delivery  of,  or  the  enforceability  of,  this AAR
Agreement,  or  the Assignee's ability to perform its obligations under this AAR
Agreement;  and

     (e)     Assignee  assumes  for  the benefit of each of the Assignor and the
Company  all  of  the  rights of the Purchaser under the Purchase Agreement with
respect  to  the  Assigned  Loans.

     3.     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 AAR Agreement, and to consummate the
transactions  set  forth  herein.  The  consummation  of  the  transactions
contemplated  by  this  AAR  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 AAR
Agreement  and  the  consummation by it of the transactions contemplated hereby,
have  been  duly  authorized  by  all  necessary corporate action on the part of
Company.  This  AAR  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 Company in connection with the execution, delivery or performance by
Company  of  this  AAR  Agreement, or the consummation by it of the transactions
contemplated  hereby;

     (e)     The  Company  shall  establish  a  Custodial  Account and an Escrow
Account  under  the  Purchase Agreement in favor of the Assignee with respect to
the  Assigned  Loans  separate  from  the  Custodial  Account and Escrow Account
previously  established  under  the  Purchase  Agreement  in  favor of Assignor;

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

     (g)     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.

     4.     Assignor  hereby  agrees to indemnify and hold the Assignee (and its
successors  and assigns) harmless against any and all claims, losses, penalties,
fines,  forfeitures,  legal  fees  and  related  costs, judgments, and any other
costs,  fees  and  expenses  that  Assignee (and its successors and assigns) may
sustain in any way related to any breach of the representations or warranties of
Assignor  set  forth  in  this  AAR  Agreement  or the breach of any covenant or
condition  contained  herein.

                             Recognition of Assignee

     5.     From  and after the date hereof, Company shall recognize Assignee as
owner  of  the  Assigned Loans, and acknowledges that the Assigned Loans will be
part  of  a  REMIC,  and  will service the Assigned Loans in accordance with the
Purchase  Agreement  (as  modified  by  this AAR Agreement) but in no event in a
manner  that  would  (i)  cause  any REMIC to fail to qualify as a REMIC or (ii)
result  in  the imposition of a tax upon any REMIC (including but not limited to
the  tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and  the  tax  on  contributions  to a REMIC set forth in Section 860G(d) of the
Code).  It  is  the  intention  of  Assignor, Company and Assignee that this AAR
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, waive, 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.

     6.     Notwithstanding  any  term hereof to the contrary, the execution and
delivery  of  the  AAR  Agreement  by  the Assignee is solely in its capacity as
trustee  for  Bear  Stearns  Asset  Backed  Securities  I Trust 2006-AC1 and not
individually,  and  any  recourse  against  the  Assignee  in  respect  of  any
obligations  it  may  have  under or pursuant to the terms of this AAR Agreement
shall  be  limited  solely  to the assets it may hold as trustee of Bear Stearns
Asset  Backed  Securities  I  Trust  2006-AC1.

     Company  shall  indemnify and hold harmless the Assignor, each affiliate of
the  Assignor,  Bear  Stearns  Asset  Backed  Securities  I LLC ("BSABS I"), the
Assignee, Bear, Stearns & Co. Inc. (the "Underwriter") and each affiliate of the
Underwriter,  each  Person  (including, but not limited to, the Master Servicer)
responsible  for  the preparation, execution or filing of any report required to
be  filed  with  the Commission, or for execution of a certification pursuant to
Rule  13a-14(d)  or  Rule  15d-14(d)  under  the  Exchange  Act, each Person who
controls  the  Assignor,  BSABS  I,  the Assignee or the Underwriter (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act);
and the respective present and former directors, officers, employees, agents and
affiliates  of  each  of the foregoing (each, an "Indemnified Party"), and shall
hold  each  of  them  harmless  from  and  against  any claims, losses, damages,
penalties,  fines,  forfeitures,  legal  fees  and  expenses  and related costs,
judgments,  and  any other costs, fees and expenses that any of them may sustain
arising  out  of  or  based  upon:

          (i)  (A)  any untrue statement of a material fact contained or alleged
               to  be contained in any information, report, certification, data,
               accountants'  letter  or  other  material  provided under Section
               11.18  of the Purchase Agreement by or on behalf of the Assignor,
               or  provided  under Section 11.18 of the Purchase Agreement by or
               on  behalf  of  any  Subservicer,  Subcontractor  or  Third-Party
               Originator  (collectively, the "Company Information"), or (B) the
               omission  or alleged omission to state in the Company Information
               a  material fact required to be stated in the Company Information
               or  necessary  in  order  to  make the statements therein, in the
               light  of  the  circumstances  under  which  they  were made, not
               misleading; provided, by way of clarification, that clause (B) of
               this  paragraph  shall  be  construed  solely by reference to the
               Company Information and not to any other information communicated
               in  connection  with  a  sale  or purchase of securities, without
               regard  to whether the Company Information or any portion thereof
               is  presented  together  with  or  separately  from  such  other
               information;

          (ii) any  breach by the Company of its obligations under Section 11.18
               of  Purchase Agreement, including particularly any failure by the
               Company,  any  Subservicer,  any Subcontractor or any Third-Party
               Originator  to  deliver  any  information, report, certification,
               accountants'  letter or other material when and as required under
               Section 11.18 of the Purchase Agreement, including any failure by
               the  Company  to identify any Subcontractor "participating in the
               servicing function" within the meaning of Item 1122 of Regulation
               AB;

          (iii)  any  breach  by the Company of a representation or warranty set
               forth  in  Section 3.01 of the Purchase Agreement or in a writing
               furnished  pursuant to Section 3.01 of the Purchase Agreement and
               made  as  of  a date prior to the date hereof, to the extent that
               such breach is not cured by the date hereof, or any breach by the
               Company  of  a  representation or warranty in a writing furnished
               pursuant  to Section 3.01 of the Purchase Agreement to the extent
               made  as  of  a  date  subsequent  to  the  date  hereof;  or

          (iv) the negligence, bad faith or willful misconduct of the Company in
               connection  with  its  performance  under  Section  11.18  of the
               Purchase  Agreement.

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

     In the case of any failure of performance described in Section 11.18 of the
Purchase  Agreement,  the Company shall promptly reimburse the Assignor, BSABS I
and  each  Person  responsible  for  the preparation, execution or filing of any
report  required  to  be  filed  with  the  Commission,  or  for  execution of a
certification  pursuant  to  Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
Act, for all costs reasonably incurred by each such party in order to obtain the
information,  report,  certification,  accountants' letter or other material not
delivered  as required by the Company, any Subservicer, any Subcontractor or any
Third-Party  Originator.

                          Modification of Purchase Agreement

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

     (a)     The  following  definitions  are added to Article I of the Purchase
Agreement:

     Master  Servicer: Wells Fargo Bank, N.A., or its successors in interest who
     ----------------
     meet  the  qualifications  of  the Pooling and Servicing Agreement and this
     Agreement.

     Pooling  and  Servicing  Agreement:  That  certain  pooling  and  servicing
     ----------------------------------
     agreement,  dated  as  of  January 1, 2006, among Bear Stearns Asset Backed
     Securities  I  LLC, the Trustee, Wells Fargo Bank, N.A. as master servicer,
     the  Securities  Administrator  and  EMC  Mortgage  Corporation.

     Securities  Administrator:  Wells  Fargo  Bank,  N.A.
     -------------------------

     Servicing  Fee  Rate:  As  provided  in the related mortgage loan schedule.
     --------------------

     Trustee:  U.S.  Bank National Association, or its successor in interest, or
     -------
     any  successor  trustee  appointed as provided in the Pooling and Servicing
     Agreement.

     (b)     The  definition  of  Business  Day  is  deleted in its entirety and
replaced  with  the  following:

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

     (c)     Section  11.04 of the Purchase Agreement is deleted in its entirety
and  replaced  with  the  following:

     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 without
     giving effect to principles of conflicts of laws (other than Section 5-1401
     of the New York General Obligations Law) and 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.

                                  Miscellaneous

     8.     All  demands,  notices  and  communications  related to the Assigned
Loans,  the  Purchase  Agreement  and this AAR 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:

          Savannah  Bank,  NA  dba  Harbourside  Mortgage  Corporation
          23-B  Shelter  Cove  Land
          Hilton  Head,  South  Carolina  29928
          Attention:  Richard  Gillette
          Telecopier  No.:  (843)  341-1200

     (b)  In  the  case  of  Assignor:

          EMC  Mortgage  Corporation
          Mac  Arthur  Ridge  II
          909  Hidden  Ridge  Drive,  Suite  200
          Irving,  Texas  75038
          Attention:  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:  Ernie  Calabrese
          Telecopier  No.:  (212)  272-5591

     (c)  In  the  case  of  Assignee:
          U.S.  Bank  National  Association,
          as  Trustee
          One  Federal  Street,  3rd  Floor
          Boston,  Massachusetts  02110
          Attention:  Corporate  Trust  Services  -  BSABS  I  2006-AC1
          Telecopier  No.:  (617)  603-6638

     9.     The  Company  hereby  acknowledges  that Wells Fargo Bank, N.A. (the
"Master  Servicer")  has  been  appointed as the master servicer of the Assigned
Loans  pursuant  to  the Pooling and Servicing Agreement, dated as of January 1,
2006,  among  the Assignor, the Assignee, Bear Stearns Asset Backed Securities I
LLC,  the Master Servicer and Wells Fargo, N.A. as securities administrator, and
therefor has the right to enforce all obligations of the Company, as they relate
to  the  Assigned Loans, under the Purchase Agreement.  Such right will include,
without  limitation,  the  right  to  terminate  the  Company under the Purchase
Agreement  upon  the  occurrence of an event of default thereunder, the right to
receive  all  remittances  required to be made by the Company under the Purchase
Agreement,  the  right to receive all monthly reports and other data required to
be  delivered  by the Company under the Purchase Agreement, the right to examine
the  books  and records of the Company, indemnification rights, and the right to
exercise certain rights of consent and approval relating to actions taken by the
Company.  The Company shall make all distributions under the Purchase Agreement,
as they relate to the Assigned Loans, to the Master Servicer by wire transfer of
immediately  available  funds  to:

          BSABS  I  2006-AC1  Master  Servicer  Collection  Account
          Wells  Fargo  Bank,  N.A.
          ABA#  121000248
          Account  Name:  SAS  Clearing
          Account  #  3970771416
          For  Further  Credit  to:  BSABS  I  2006-AC1,  Account  #  50892200

     and  the  Company  shall deliver all reports required to be delivered under
the Purchase Agreement, as they relate to the Assigned Loans, to the Assignee at
the  address  set  forth  in  Section  8  herein  and to the Master Servicer at:

          Wells  Fargo  Bank,  N.A.
          9062  Old  Annapolis  Road
          Columbia,  Maryland  21045
          Attention:  Client  Manager  BSABS  I  2006-AC1

     10.     A  copy  of all assessments, attestations, reports and certificates
required  to  be  delivered  by  the  Servicer  under this AAR Agreement and the
Purchase  Agreement  shall  be  delivered  to the Master Servicer by the date(s)
specified  herein  or  therein,  and  where  such  documents  are required to be
addressed to any party, such addresses shall include the Master Servicer and the
Master  Servicer  shall  be  entitled  to  rely  on  such  documents.

     11.     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  AAR  Agreement.

     12.     This  AAR  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.

     13.     No  term  or  provision  of  this  AAR  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.

     14.     This AAR 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.

     15.     This  AAR  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.

     16.     This  AAR 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.

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


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


                              EMC  MORTGAGE  CORPORATION
                              Assignor

                              By:
                                 -----------------------------
                              Name:
                                   ---------------------------
                              Title:
                                    --------------------------

                              U.S.  BANK  NATIONAL ASSOCIATION, not individually
                              but  solely  as Trustee for the Bear Stearns Asset
                              Backed  Securities  I Trust 2006-AC1, Asset-Backed
                              Certificates,  Series  2006-AC1  Assignee

                              By:
                                 -----------------------------
                              Name:
                                   ---------------------------
                              Title:
                                    --------------------------

                              SAVANNAH  BANK,  NA  dba  HARBOURSIDE  MORTGAGE
                              CORPORATION
                              Company

                              By:
                                 -----------------------------
                              Name:
                                   ---------------------------
                              Title:
                                    --------------------------

                              Acknowledged  and  Agreed:

                              WELLS  FARGO  BANK,  N.A.

                              By:
                                 -----------------------------
                              Name:
                                   ---------------------------
                              Title:
                                    --------------------------


(page)
                                  ATTACHMENT 1

                             ASSIGNED LOAN SCHEDULE
                             ----------------------

                            (AVAILABLE UPON REQUEST)


(page)
                                  ATTACHMENT 2

                               PURCHASE AGREEMENT
                               ------------------








                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

     This Assignment, Assumption and Recognition Agreement (the "AAR Agreement")
is  made and entered into as of January 31, 2006 (the "Closing Date"), among EMC
Mortgage  Corporation  (the  "Assignor"),  U.S.  Bank  National Association, not
individually  but solely as trustee for the holders of Bear Stearns Asset Backed
Securities  I  Trust  2006-AC1,  Asset-Backed Certificates, Series 2006-AC1 (the
"Assignee"),  PHH  Mortgage  Corporation  (formerly  known  as  Cendant Mortgage
Corporation)  ("PHH"),  and  Bishop's Gate Residential Mortgage Trust ("Bishop's
Gate").

     WHEREAS, PHH, Bishop's Gate and the Assignor, as Purchaser entered into (a)
that  certain  Purchase, Warranties and Servicing Agreement, dated as of October
23, 2001, as amended (the "Purchase, Warranties and Servicing Agreement"), among
the  Assignor,  PHH  and Bishop's Gate, pursuant to which the Assignor agreed to
purchase  and  PHH  and  Bishop's  Gate agreed to sell and PHH agreed to service
those  mortgage  loans  identified  on  Exhibit A attached hereto (the "Mortgage
                                        ---------
Loans").

     WHEREAS,  the Assignor wishes to assign to Assignee all of its right, title
and interest under the Purchase, Warranties and Servicing Agreement with respect
the Mortgage Loans, and Assignee wishes to assume all of Assignor's right, title
and  interest  in  and  to  such  Mortgage  Loans  as  provided in the Purchase,
Warranties  and  Servicing  Agreement.  Notwithstanding anything to the contrary
contained  herein, the Assignor specifically reserves and does not assign to the
Assignee  any  right, title and interest in, to or under the representations and
warranties  contained  in  Section  3.01  and  Section  3.02  of  the  Purchase,
Warranties  and  Servicing  Agreement,  and  any  obligation  of  PHH  to  cure,
repurchase  or substitute for a mortgage loan and to indemnify the Assignor with
respect  to  a breach of such representations and warranties pursuant to Section
3.03  and  Section 8.01 of the Purchase, Warranties and Servicing Agreement, and
the  Assignor  is  retaining  the  right  to  enforce  the  representations  and
warranties  and  the  obligations  of  PHH  and Bishop's Gate set forth in those
sections  against PHH and Bishop's Gate.  In addition, the Assignor specifically
reserves  and  does not assign to the Assignee any right, title and interest in,
to  or  under  Section 2.09 of the Purchase, Warranties and Servicing Agreement.

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the receipt and
sufficiency of which hereby are acknowledged, and of the mutual covenants herein
contained,  the  parties  hereto  hereby  agree  as  follows:

     1.     Defined  terms  used in this AAR Agreement and not otherwise defined
herein  shall  have  the  meaning  set  forth  in  the  Purchase, Warranties and
Servicing  Agreement.

     2.     The  Assignor  specifically  reserves  and  does  not  assign to the
Assignee  hereunder  any  and all right, title and interest in, to and under and
all  obligations  of  the Assignor with respect to any mortgage loans subject to
the  Purchase,  Warranties  and  Servicing  Agreement which are not the Mortgage
Loans set forth on Exhibit A attached hereto and are not the subject of this AAR
                   ---------
Agreement.  Notwithstanding  anything  herein  to  the  contrary,  the  Assignor
specifically  reserves  and  does not assign to the Assignee the representations
and  warranties  set  forth  in  Article  III  of  the  Purchase, Warranties and
Servicing Agreement, and any obligation of PHH to cure, repurchase or substitute
for  a  mortgage  loan and to indemnify the Assignor with respect to a breach of
such representations and warranties pursuant to Section 3.03 and Section 8.01 of
the  Purchase, Warranties and Servicing Agreement, and the Assignor is retaining
the  right  to enforce the representations and warranties and the obligations of
PHH  and  Bishop's  Gate  contained  in  such  sections  against each of PHH and
Bishop's  Gate.  In  addition,  the  Assignor specifically reserves and does not
assign  to  the  Assignee  any right, title and interest in, to or under Section
2.09  of  the  Purchase,  Warranties  and  Servicing  Agreement.

     3.     The  Assignor warrants and represents to the Assignee and to PHH and
Bishop's  Gate  as  of  the  date  hereof:

     (a)  Attached  hereto  as  ExhibitB  is  a  true  and  accurate copy of the
                                --------
          Purchase,  Warranties  and  Servicing 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)  The Assignor is the lawful owner of the Mortgage Loans with full right
          to  transfer  the  Mortgage  Loans  and  any and all of its interests,
          rights  and  obligations  under the Purchase, Warranties and Servicing
          Agreement  as  they  relate to the Mortgage Loans, free and clear from
          any  and  all  claims  and  encumbrances; and upon the transfer of the
          Mortgage  Loans  to  the Assignee as contemplated herein, the Assignee
          shall  have good title to each and every Mortgage Loan, as well as any
          and  all of the Assignor's interests, rights and obligations under the
          Purchase,  Warranties  and  Servicing  Agreement as they relate to the
          Mortgage  Loans,  free  and  clear  of  any  and all liens, claims and
          encumbrances;

     (c)  There are no offsets, counterclaims or other defenses available to PHH
          or  Bishop's  Gate with respect to the Mortgage Loans or the Purchase,
          Warranties  and  Servicing  Agreement;

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

     (e)  The  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 Mortgage
          Loans;

     (f)  The  Assignor  has  full  corporate  power  and  authority to execute,
          deliver  and  perform its obligations under this AAR Agreement, and to
          consummate  the transactions set forth herein. The consummation of the
          transactions  contemplated  by  this  AAR Agreement is in the ordinary
          course  of  the  Assignor's  business  and  will not conflict with, or
          result  in  a breach of, any of the terms, conditions or provisions of
          the  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 the
          Assignor  of  this  AAR  Agreement  and  the consummation by it of the
          transactions  contemplated  hereby,  have  been duly authorized by all
          necessary corporate action on part of the Assignor. This AAR Agreement
          has been duly executed and delivered by the Assignor and, upon the due
          authorization,  execution  and  delivery  by  the  Assignee,  PHH  and
          Bishop's  Gate,  will  constitute  the  valid  and  legally  binding
          obligation  of  the  Assignor  enforceable  against  the  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  the Assignor in connection with the execution,
          delivery  or performance by the Assignor of this AAR Agreement, or the
          consummation  by  it  of the transactions contemplated hereby. Neither
          the Assignor nor anyone acting on its behalf has offered, transferred,
          pledged,  sold  or  otherwise  disposed  of  the Mortgage Loans or any
          interest  in  the  Mortgage  Loans,  or  solicited any offer to buy or
          accept  a transfer, pledge or other disposition of the Mortgage Loans,
          or  any  interest  in  the  Mortgage  Loans or otherwise approached or
          negotiated  with respect to the Mortgage Loans, or any interest in the
          Mortgage  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
          Mortgage Loans under the Securities Act of 1933, as amended (the "1933
          Act")  or  which  would render the disposition of the Mortgage Loans a
          violation  of  Section  5  of  the  1933  Act  or require registration
          pursuant  thereto;  and

     (h)  The  Assignor  has  received  from  PHH  and  Bishop's  Gate,  and has
          delivered  to  the Assignee, all documents required to be delivered to
          the  Assignor  by  PHH  and  Bishop's  Gate  prior  to the date hereof
          pursuant  to  Section  2.07  of the Purchase, Warranties and Servicing
          Agreement with respect to the Mortgage Loans and has not received, and
          has not requested from PHH or Bishop's Gate, any additional documents.

     4.     The  Assignee  represents,  warrants and covenants with the Assignor
and  PHH  and  Bishop's  Gate  that:

     (a)  The  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 hold the Mortgage Loans on behalf of
          the  holders  of  the  Bear  Stearns  Asset  Backed Securities I Trust
          2006-AC1,  Asset-Backed  Certificates,  Series  2006-AC1;

     (b)  The  Assignee  has  full  power  and authority to execute, deliver and
          perform  under  this AAR Agreement, and to consummate the transactions
          set forth herein. The consummation of the transactions contemplated by
          this  AAR  Agreement  is  in  the  ordinary  course  of the Assignee's
          business  and will not conflict with, or result in a breach of, any of
          the  terms,  conditions  or  provisions  of  the Assignee's charter or
          bylaws,  or  any  legal  restriction,  or  any  material  agreement or
          instrument  to  which  the  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 the Assignee or its property is subject.
          The  execution,  delivery  and performance by the Assignee of this AAR
          Agreement  and the consummation by it of the transactions contemplated
          hereby, have been duly authorized by all necessary corporate action of
          the  Assignee. This AAR Agreement has been duly executed and delivered
          by  the  Assignee  and,  upon  the  due  authorization,  execution and
          delivery  by  the Assignor, PHH and Bishop's Gate, will constitute the
          valid  and  legally  binding  obligation  of  the Assignee enforceable
          against  the  Assignee  in  accordance  with  its  terms,  except  as
          enforceability  thereof  may  be limited by bankruptcy, insolvency, or
          reorganization  or  other  similar  laws  now or hereinafter in effect
          relating  to  creditor's rights generally and by general principles of
          equity,  regardless  of whether such enforceability is considered in a
          proceeding  in  equity  or  in  law;

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

     (d)  The  Assignee  assumes  all  of  the rights of the Purchaser under the
          Purchase,  Warranties  and  Servicing  Agreement  with  respect to the
          Assigned  Loans other than the right to enforce the obligations of PHH
          under  the  Purchase,  Warranties  and  Servicing  Agreement.

     5.     PHH  and  Bishop's  Gate each warrant and represent to, and covenant
with,  Assignor  and  Assignee  as  of  the  date  hereof:

     (a)  Attached  hereto  as  Exhibit  B  is  a  true and accurate copy of the
                                ----------
          Purchase,  Warranties  and  Servicing 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)  Each  of PHH and Bishop's Gate is duly organized, validly existing and
          in  good standing under the laws of the jurisdiction of its formation,
          and  PHH has all requisite power and authority to service the Mortgage
          Loans  and  each  of PHH and Bishop's Gate has all requisite power and
          authority  to perform their respective obligations under the Purchase,
          Warranties  and  Servicing  Agreement;

     (c)  Each  of  PHH and Bishop's Gate has full corporate power and authority
          to  execute,  deliver  and  perform  its  obligations  under  this AAR
          Agreement,  and  to  consummate the transactions set forth herein. The
          consummation of the transactions contemplated by this AAR Agreement is
          in  the  ordinary course of each of PHH's and Bishop's Gate's business
          and  will  not  conflict  with,  or  result in a breach of, any of the
          terms, conditions or provisions of its charter or by-laws or any legal
          restriction,  or  any  material agreement or instrument to which it 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 PHH,
          Bishop's  Gate or their respective property is subject. The execution,
          delivery  and performance by each of PHH and Bishop's Gate of this AAR
          Agreement  and  the  consummation  by each of them of the transactions
          contemplated  hereby,  have  been  duly  authorized  by  all necessary
          corporate  action on part of PHH and Bishop's Gate. This AAR Agreement
          has been duly executed and delivered by each of PHH and Bishop's Gate,
          and,  upon  the  due authorization, execution and delivery by Assignor
          and Assignee, will constitute the valid and legally binding obligation
          of PHH and Bishop's Gate, enforceable against PHH and Bishop's Gate 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 each of PHH and Bishop's Gate in connection with
          the execution, delivery or performance by PHH or Bishop's Gate of this
          AAR  Agreement,  or  the  consummation  by  it  of  the  transactions
          contemplated  hereby;

     (e)  PHH  shall  establish  a Custodial Account and an Escrow Account under
          the  Purchase, Warranties and Servicing Agreement in favor of Assignee
          with respect to the Mortgage Loans separate from the Custodial Account
          and  Escrow  Account  previously  established  under  the  Purchase,
          Warranties  and  Servicing  Agreement  in  favor  of  Assignor;

     (f)  No  event  has occurred from the Closing Date to the date hereof which
          would  render  the  representations  and  warranties as to the related
          Mortgage  Loans  made  by  PHH  and  Bishop's Gate in Section 3.01 and
          Section 3.02 of the Purchase, Warranties and Servicing Agreement, with
          the  exception  of  the  representations  and  warranties set forth in
          Section  3.02(o)  and  Section 3.02(p) of the Purchase, Warranties and
          Servicing  Agreement,  to  be  untrue  in  any  material  respect; and

     (g)  Neither this AAR Agreement nor any certification, statement, report or
          other  agreement,  document or instrument furnished or to be furnished
          by  each  of  PHH  and  Bishop's  Gate  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.

     6.     Assignor  hereby  agrees to indemnify and hold the Assignee (and its
successors  and assigns) harmless against any and all claims, losses, penalties,
fines,  forfeitures,  legal  fees  and  related  costs, judgments, and any other
costs,  fees  and  expenses  that  Assignee (and its successors and assigns) may
sustain in any way related to any breach of the representations or warranties of
Assignor  set  forth  in  this  AAR  Agreement  or the breach of any covenant or
condition  contained  herein.

     7.     PHH  hereby  acknowledges  that  Wells Fargo Bank, N.A. (the "Master
Servicer")  has  been  appointed  as  the  master servicer of the Mortgage Loans
pursuant  to  the  Pooling and Servicing Agreement, dated as of January 1, 2006,
among  Bear  Stearns  Asset  Backed  Securities  I LLC, the Assignee, the Master
Servicer,  Wells  Fargo Bank, N.A. as securities administrator and the Assignor.
PHH  shall  deliver  all  reports  required  to be delivered under the Purchase,
Warranties  and  Servicing  Agreement  to:

     Wells Fargo Bank, N.A.
     9062 Old Annapolis Road
     Columbia, Maryland 21045
     Attention: Client Manager BSABS I 2006-AC1
     Telecopier No.: (410) 715-2380

Recognition of Assignee
-----------------------

     8.     From and after the date hereof PHH and Bishop's Gate shall recognize
the  Assignee  as owner of the Mortgage Loans, and acknowledge that the Mortgage
Loans  will  be  part  of  a  REMIC.  PHH  will  service  the  Mortgage Loans in
accordance  with  the  Purchase,  Warranties  and Servicing Agreement, but in no
event  in  a manner that would (i) cause the REMIC to fail to qualify as a REMIC
or  (ii)  result  in  the  imposition of a tax upon the REMIC (including but not
limited  to  the tax on prohibited transactions as defined in Section 860F(a)(2)
of the Code and the tax on contributions to a REMIC set forth in Section 860G(d)
of  the  Code).  It is the intention of the Assignor, PHH, Bishop's Gate and the
Assignee  that  this  Agreement shall be binding upon and for the benefit of the
respective  successors and assigns of the parties hereto.  None of PHH, Bishop's
Gate or the Assignor shall amend or agree to amend, modify, waiver, or otherwise
alter  any  of the terms or provisions of the Purchase, Warranties and Servicing
Agreement,  which  amendment,  modification, waiver or other alteration would in
any  way  affect  the  Mortgage  Loans  without the prior written consent of the
Assignee.

     In  addition,  PHH hereby acknowledges that from and after the date hereof,
the  Mortgage  Loans  will be subject to the terms and conditions of the Pooling
and  Servicing  Agreement  pursuant  to which the Master Servicer is required to
monitor  the performance by PHH of its servicing obligations under the Purchase,
Warranties  and Servicing Agreement and has the right to enforce the obligations
of  PHH  under  the Purchase, Warranties and Servicing Agreement with respect to
the  servicing  of  the  Mortgage  Loans.  Such  right  will  include,  without
limitation,  the  right  to  terminate  PHH  under  the Purchase, Warranties and
Servicing  Agreement  as  provided therein, the right to receive all remittances
required  to  be  made  by  PHH  under  the  Purchase,  Warranties and Servicing
Agreement,  the  right to receive all monthly reports and other data required to
be  delivered by PHH under the Purchase, Warranties and Servicing Agreement, the
right  to  examine the books and records of PHH, indemnification rights, and the
right  to  exercise  certain  rights of consent and approval relating to actions
taken  by  PHH.  In  connection  therewith,  PHH  hereby  agrees  to  make  all
remittances required under the Purchase, Warranties and Servicing Agreement with
respect  to  the  Mortgage  Loans  to the Master Servicer for the benefit of the
Assignee  in  accordance  with  the  following  wire  transfer  instructions:

          Bear Stearns BSABS I 2006-AC1 Master Servicer Collection Account
          Wells Fargo Bank, N.A.
          ABA # 121000248
          Account Name: SAS Clearing
          Account # 3970771416
          For Further Credit to: BSABS I 2006-AC1, Account # 50892200

     It  is  the  intention of the Assignor, PHH, Bishop's Gate and the Assignee
that  this Agreement will be a separate and distinct servicing agreement between
the  Assignee and PHH, to the extent of the Mortgage Loans, and shall be binding
upon and for the benefit of the respective successors and assigns of the parties
hereto.  None  of  PHH,  Bishop's  Gate  or the Assignor shall amend or agree to
amend,  modify,  waive, or otherwise alter any of the terms or provisions of the
Purchase,  Warranties  and  Servicing  Agreement  which amendment, modification,
waiver  or  other  alteration would in any way affect the Mortgage Loans without
the  prior  written  consent  of  the  Assignee.

     9.     Notwithstanding  any  term hereof to the contrary, the execution and
delivery  of  the  AAR  Agreement  by  the Assignee is solely in its capacity as
trustee  for  Bear  Stearns  Asset  Backed  Securities  I Trust 2006-AC1 and not
individually,  and  any  recourse  against  the  Assignee  in  respect  of  any
obligations  it  may  have  under or pursuant to the terms of this AAR Agreement
shall  be  limited  solely  to the assets it may hold as trustee of Bear Stearns
Asset  Backed  Securities  I  Trust  2006-AC1.

     PHH  shall  indemnify and hold harmless the Assignor, each affiliate of the
Assignor,  Bear Stearns Asset Backed Securities I LLC ("BSABS I"), the Assignor,
Bear,  Stearns  &  Co.  Inc.  (the  "Underwriter")  and  each  affiliate  of the
Underwriter, each Person (including, but not limited to, any Master Servicer, if
applicable)  responsible  for the preparation, execution or filing of any report
required  to  be  filed with the Commission, or for execution of a certification
pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act, each Person
who controls any of such parties or the Depositor (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act); and the respective
present and former directors, officers, employees, agents and affiliates of each
of  the foregoing and of the Depositor (each, an "Indemnified Party"), and shall
hold  each  of  them  harmless  from  and  against  any claims, losses, damages,
penalties,  fines,  forfeitures,  legal  fees  and  expenses  and related costs,
judgments,  and  any other costs, fees and expenses that any of them may sustain
arising  out  of  or  based  upon:

          i.   (A)  any untrue statement of a material fact contained or alleged
               to  be contained in any information, report, certification, data,
               accountants'  letter  or  other  material  provided under Section
               11.18  of  the  Servicing  Agreement  by  or on behalf of PHH, or
               provided  under Section 11.18 of the Servicing Agreement by or on
               behalf  of  any  Subservicer,  Subcontractor  or  Third-Party
               Originator  (collectively, the "Company Information"), or (B) the
               omission  or alleged omission to state in the Company Information
               a  material fact required to be stated in the Company Information
               or  necessary  in  order  to  make the statements therein, in the
               light  of  the  circumstances  under  which  they  were made, not
               misleading; provided, by way of clarification, that clause (B) of
               this  paragraph  shall  be  construed  solely by reference to the
               Company Information and not to any other information communicated
               in  connection  with  a  sale  or purchase of securities, without
               regard  to whether the Company Information or any portion thereof
               is  presented  together  with  or  separately  from  such  other
               information;

          ii.  any  breach  by  PHH of its obligations under this Section 11.18,
               including  particularly  any failure by PHH, any Subservicer, any
               Subcontractor  or  any  Third-Party  Originator  to  deliver  any
               information,  report, certification, accountants' letter or other
               material when and as required under this Section 11.18, including
               any  failure  by  PHH  to  identify pursuant to Section 11.20 any
               Subcontractor  "participating  in  the servicing function" within
               the  meaning  of  Item  1122  of  Regulation  AB;

          iii. any  breach  by  PHH of a representation or warranty set forth in
               Section 3.01 of the Servicing Agreement or in a writing furnished
               pursuant  to  Section 3.01(q) of the Servicing Agreement and made
               as  of  a  date  prior  to  the  closing  date  of  the  related
               Pass-Through  Transfer,  to  the  extent  that such breach is not
               cured  by  such  closing  date,  or  any  breach  by  PHH  of  a
               representation  or  warranty  in  a writing furnished pursuant to
               Section  3.01(q) of the Servicing Agreement to the extent made as
               of  a  date  subsequent  to  such  closing  date;  or

          iv.  the  negligence  bad  faith  or  willful  misconduct  of  PHH  in
               connection  with  its  performance  under  this  Section  11.18.

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

     In the case of any failure of performance described in Section 11.18 of the
Servicing Agreement, the Company shall promptly reimburse the Underwriter, BSABS
I  and  each  Person responsible for the preparation, execution or filing of any
report  required  to  be  filed  with  the  Commission,  or  for  execution of a
certification  pursuant  to  Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
Act, for all costs reasonably incurred by each such party in order to obtain the
information,  report,  certification,  accountants' letter or other material not
delivered  as required by the Company, any Subservicer, any Subcontractor or any
Third-Party  Originator.

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

Modification  of  the Purchase,  Warranties  and  Servicing  Agreement
----------------------------------------------------------------------

     10.     The Assignor and PHH hereby amend the Purchase, Warranties and
Servicing Agreement as follows:

     (a)     The following definitions shall be added to Section 1.01 of the
Purchase, Warranties and Servicing Agreement:

          Assignee:  U.S.  Bank National Association, as trustee for the holders
          --------
          of Bear Stearns Asset Backed Securities I Trust 2006-AC1, Asset-Backed
          Certificates,  Series  2006-AC1.

          BSABS  I:  Bear  Stearns  Asset  Backed  Securities  I  LLC.
          --------

          Commission  or  SEC:  The  United  States  Securities  and  Exchange
          -------------------
          Commission.

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

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

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

          Nonrecoverable  Advance:  Any  advance previously made by the Servicer
          -----------------------
          pursuant  to  Section 5.03 or any Servicing Advance which, in the good
          faith  judgment  of the Servicer, may not be ultimately recoverable by
          the Servicer from Liquidation Proceeds or otherwise. The determination
          by  the  Servicer  that it has made a Nonrecoverable Advance, shall be
          evidenced by an Officer's Certificate of the Servicer delivered to the
          Purchaser  and  the Master Servicer and detailing the reasons for such
          determination.

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

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

          Qualified  Correspondent: Any Person from which PHH purchased Mortgage
          ------------------------
          Loans,  provided that the following conditions are satisfied: (i) such
          Mortgage  Loans  were  originated pursuant to an agreement between PHH
          and  such  Person  that contemplated that such Person would underwrite
          mortgage  loans from time to time, for sale to PHH, in accordance with
          underwriting guidelines designated by PHH ("Designated Guidelines") or
          guidelines  that  do  not  vary  materially  from  such  Designated
          Guidelines;  (ii)  such  Mortgage  Loans  were in fact underwritten as
          described in clause (i) above and were acquired by PHH within 180 days
          after origination; (iii) either (x) the Designated Guidelines were, at
          the  time  such  Mortgage  Loans  were  originated,  used  by  PHH  in
          origination  of  mortgage loans of the same type as the Mortgage Loans
          for  PHH's  own  account or (y) the Designated Guidelines were, at the
          time  such  Mortgage  Loans  were underwritten, designated by PHH on a
          consistent  basis  for use by lenders in originating mortgage loans to
          be  purchased by PHH; and (iv) PHH employed, at the time such Mortgage
          Loans  were  acquired  by  PHH,  pre-purchase or post-purchase quality
          assurance procedures (which may involve, among other things, review of
          a  sample  of mortgage loans purchased during a particular time period
          or  through  particular channels) designed to ensure that Persons from
          which  it  purchased  mortgage loans properly applied the underwriting
          criteria  designated  by  PHH.

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

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

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

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

          Static  Pool Information: Static pool information as described in Item
          ------------------------
          1105(a)(1)-  (3)  and  1105(c)  of  Regulation  AB.

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

          Securities  Administrator:  Wells  Fargo  Bank, N.A., or any successor
          ------------------------
          thereto.

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

          Trustee:  U.S.  Bank  National  Association.
          -------

     (b)     The  definition  of  Business Day in Section 1.01 is deleted in its
entirety  and  replaced  with  the  following:

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

     (c)     The  definition  of Principal Prepayment in Section 1.01 is deleted
in  its  entirety  and  replaced  with  the  following:

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

     (d)     The  definition  of  Subservicer  in Section 1.01 is deleted in its
entirety  and  replaced  with  the  following:

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

     (e)     Article  III of the Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  after  the  second sentence of Section
3.01(n):

     There  has  been  no change in the servicing policies and procedures of the
Servicer  since the date of the Servicer's financial information that would have
a  material  adverse effect on its ability to perform its obligations under this
Agreement.

     (f)     Article  III of the Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  new  Section  3.01(p):

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

     (g)     Article  III of the Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  new  Section  3.01(q):

     (q)     If  so requested by the Purchaser or any Depositor on any date, PHH
shall,  within five Business Days following such request, confirm in writing the
accuracy  of  the representations and warranties set forth in Section 3.01(p) of
this  Section  or, if any such representation and warranty is not accurate as of
the  date  of  such  request,  provide  reasonably  adequate  disclosure  of the
pertinent  facts,  in  writing,  to  the  requesting  party.

     (h)     The  Subsection  3.02(nn) of the Purchase, Warranties and Servicing
Agreement  is  deleted  in  its  entirety  and  replaced  with  the  following:

     (nn)     The  Mortgagor has not notified the Servicer, and the Servicer has
no  knowledge  of  any  relief  requested  or allowed to the Mortgagor under the
Servicemembers  Civil  Relief  Act;

     (i)     Article  III of the Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  new  Section  3.02(bbb):

     With  respect  to  each  Mortgage  Loan, information regarding the borrower
credit  files  related  to  such  Mortgage  Loan  has  been  furnished to credit
reporting  agencies  in  compliance  with  the  provisions  of  the  Fair Credit
Reporting  Act  and  the  applicable  implementing  regulations.

     (j)     Article  IV  of the Agreement is hereby amended effective as of the
date  hereof  by adding the following after the second sentence of Section 4.01:

     The  Servicer shall furnish information regarding the borrower credit files
related  to  such  Mortgage Loan to credit reporting agencies in compliance with
the  provisions of the Fair Credit Reporting Act and the applicable implementing
regulations.

     (k)     The  last paragraph in Section 4.02 of the Purchase, Warranties and
Servicing  Agreement  is  deleted  and  replaced  with  the  following:

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

     (l)     Article  IV  of the Agreement is hereby amended effective as of the
date  hereof  by  revising  the  first  paragraph  of Section 4.03 by adding the
following  after  the  first  sentence:

     In  determining  the  delinquency status of any Mortgage Loan, the Servicer
will  use  delinquency  recognition policies as described to and approved by the
Purchaser,  and  shall  revise these policies as requested by the Purchaser from
time  to  time.

     (m)     Article  V  of  the Agreement is hereby amended effective as of the
date  hereof  by deleting Section 5.02 in its entirety and replacing it with the
following:

     Section  5.02     Statements  to  the  Purchaser.
                       ------------------------------

          On  or  before  the  fifth (5th) Business Day of each month during the
term  hereof,  the  Servicer  shall  deliver to the Purchaser monthly accounting
reports  substantially  in  the  form of Exhibit E and Exhibit F attached hereto
with  respect  to  the most recently ended Due Period, or in such other forms as
may  be  mutually  agreed  upon  by  Servicer and Master Servicer.  Such monthly
accounting  reports  shall  include  information  as  to  the  aggregate  Unpaid
Principal  Balance  of  all  Mortgage  Loans,  the scheduled amortization of all
Mortgage Loans, any delinquencies and the amount of any Principal Prepayments as
of  the  most recently ended Record Date, and the status of all other collection
efforts  with respect to each Mortgage Loan, and all realized losses detailed on
a  Form  332,  attached  as  Exhibit O, or in such other form as may be mutually
agreed  upon  by  the  Servicer  and  any related Master Servicer.  Such monthly
reports  shall  be  delivered  to  Purchaser in a mutually acceptable electronic
format.

          The  Servicer  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 reasonably requested by the
Purchaser  with  respect  to  Mortgage  Loans  or  REO Properties (provided, the
Purchaser  shall  have  given  the Servicer reasonable notice and opportunity to
prepare  such  reports,  information  or  documentation), including any reports,
information  or documentation reasonably required to comply with any regulations
of  any  governmental  agency  or  body  having  jurisdiction over the Purchaser
(including  but  not  limited to Items 11.22, 11.23 and 11.24 of Regulation AB),
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.
The  Servicer  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  purposes  and  to  carry  out  the terms of this Agreement.

     The  Servicer  shall prepare and file any and all information statements or
other  filings  required to be delivered to any governmental taxing authority or
to  Purchaser  pursuant to any applicable law with respect to the Mortgage Loans
and  the  transactions  contemplated  hereby.  In  addition,  the Servicer 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 Servicer 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.

     (n)     The  following  is  added  as  Subsection 4.05(ix) of the Purchase,
Warranties  and  Servicing  Agreement:

     (ix)  to  reimburse  itself  for  any  Nonrecoverable  Advances.

     (o)  Section  6.04  of  the Purchase, Warranties and Servicing Agreement is
deleted  in  its  entirety  and  replaced  with  the  following:

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

     (a)     The Servicer will deliver to the Purchaser and any Master Servicer,
not  later  than March 1st of each calendar year beginning in 2007, an Officers'
Certificate  acceptable  to  the Purchaser (an "Annual Statement of Compliance")
stating,  as  to  each signatory thereof, that (i) a review of the activities of
the  Servicer  during the preceding calendar year (or applicable period thereof)
and  of performance under this Agreement or other applicable servicing agreement
has  been  made  under  such  officers' supervision and (ii) to the best of such
officers' knowledge, based on such review, the Servicer has fulfilled all of its
obligations  under this Agreement or other applicable servicing agreement during
such period in all material respects throughout such calendar year, or, if there
has  been  a  failure  to  fulfill  any such obligation in any material respect,
specifying  each  such  failure  known to such officer and the nature and status
thereof.  Such  Annual  Statement of Compliance shall contain no restrictions or
limitations  on  its  use.  Copies  of  such  statement shall be provided by the
Servicer  to  the  Purchaser  upon  request  and  by the Purchaser to any Person
identified  as a prospective purchaser of the Mortgage Loans.  In the event that
the  Servicer  has  delegated any servicing responsibilities with respect to the
Mortgage  Loans  to  a  Subservicer,  the  Servicer  shall  deliver an officer's
certificate (an "Annual Certification") of the Subservicer as described above as
to  each  Subservicer  as  and  when  required  with  respect  to  the Servicer.

     (b)     With  respect  to  any  Mortgage  Loans  that  are the subject of a
Pass-Through  Transfer, by March 1st of each calendar year beginning in 2007, an
officer of the Servicer shall execute and deliver an Annual Certification to the
Purchaser, any Master Servicer and any related Depositor for the benefit of each
such  entity and such entity's affiliates and the officers, directors and agents
of  any such entity and such entity's affiliates, in the form attached hereto as
Exhibit  J.  In  the  event  that  the  Servicer  has  delegated  any  servicing
responsibilities  with  respect  to  the  Mortgage  Loans  to a Subservicer, the
Servicer  shall  deliver an Annual Certification of the Subservicer as described
above  as to each Subservicer as and when required with respect to the Servicer.

     (c)     If  the  Servicer  cannot  deliver  the related Annual Statement of
Compliance  or Annual Certification by March 1st of such year, the Purchaser, at
its  sole  option,  may  permit  a  cure period for the Servicer to deliver such
Annual  Statement  of  Compliance or Annual Certification, but in no event later
than  March  10th  of  such  year.

     Failure  of  the  Servicer to timely comply with this Section 6.04 shall be
deemed  an  Event of Default, automatically, without notice and without any cure
period,  unless  otherwise  agreed  to  by the Purchaser as set forth in Section
6.04(c) and Purchaser 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  Servicer  under  this Agreement and in and to the Mortgage
Loans  and  the proceeds thereof without compensating the Servicer for the same,
as  provided  in  Section 9.01.  Such termination shall be considered with cause
pursuant to Section 10.01 of this Agreement.  This paragraph shall supercede any
other  provision  in  this  Agreement  or  any  other agreement to the contrary.

     (p)     Section  6.05  shall  be  deleted, and replaced with the following:

     Section  6.05     [Reserved].

     (q)     Article  VI  of the Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  new  Section  6.07:

     Section  6.07     Assessment  of  Compliance  with  Servicing  Criteria.
                       -----------------------------------------------------

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

     With  respect  to any Mortgage Loans that are the subject of a Pass-Through
Transfer,  the  Servicer  shall  deliver  to  the Purchaser or its designee, any
Master  Servicer  and any Depositor on or before March 1st of each calendar year
beginning  in  2007,  a  report  (an  "Assessment  of  Compliance")  reasonably
satisfactory  to  the Purchaser, any Master Servicer and any Depositor regarding
the  Servicer's  assessment of compliance with the Servicing Criteria during the
preceding  calendar  year as required by Rules 13a-18 and 15d-18 of the Exchange
Act  and  Item  1122  of  Regulation  AB, or as otherwise required by the Master
Servicer, which as of the date hereof, require a report by an authorized officer
of  the  Servicer  that  contains  the  following:

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

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

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

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

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

     Such  report  at  a minimum shall address each of the Servicing Criteria in
Exhibit  N  hereto  identified  as  applicable  to the Servicer delivered to the
Purchaser  concurrently  with  the  execution  of  this  Agreement.

     With  respect  to any Mortgage Loans that are the subject of a Pass-Through
Transfer,  on  or  before March 1st of each calendar year beginning in 2007, PHH
shall  furnish  to  the  Purchaser  or its designee, any Master Servicer and any
Depositor  a  report (an "Attestation Report") by a registered public accounting
firm  that  attests to, and reports on, the Assessment of Compliance made by the
Servicer,  as  required  by Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which
Attestation  Report  must  be  made in accordance with standards for attestation
reports  issued  or  adopted  by  the Public Company Accounting Oversight Board.

     The  Servicer  shall  cause  each  Subservicer,  and  each  Subcontractor
determined by the Servicer pursuant to Section 11.19 to be "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, to deliver
to  the  Purchaser,  any  Master  Servicer  and  any  Depositor an assessment of
compliance  and  accountants' attestation as and when provided in Sections 6.07.

     If  the  Servicer  cannot  deliver  the related Assessment of Compliance or
Attestation Report by March 1st of such year, the Purchaser, at its sole option,
may  permit  a  cure  period  for  the  Servicer  to  deliver such Assessment of
Compliance  or Attestation Report, but in no event later than March 10th of such
year.

     Failure  of  the  Servicer to timely comply with this Section 6.07 shall be
deemed  an  Event of Default, automatically, without notice and without any cure
period,  unless  otherwise  agreed  to by the Purchaser as described herein, and
Purchaser  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
Servicer  under this Agreement and in and to the Mortgage Loans and the proceeds
thereof  without  compensating the Servicer for the same, as provided in Section
9.01.  Such termination shall be considered with cause pursuant to Section 10.01
of  this  Agreement.  This paragraph shall supercede any other provision in this
Agreement  or  any  other  agreement  to  the  contrary.

     (r)     Article  VI  of the Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  new  Section  6.08:

     Section  6.08     Intent  of  the  Parties;  Reasonableness.
                       -----------------------------------------

     The  Purchaser  and  PHH  acknowledge  and agree that a purpose of Sections
3.01(p), 5.02, 6.04,6.07 and 11.18 of this Agreement is to facilitate compliance
by  the  Purchaser  and  any  Depositor with the provisions of Regulation AB and
related  rules  and  regulations  of  the Commission. None of the Purchaser, any
Master Servicer or any Depositor shall exercise its right to request delivery of
information  or  other  performance  under  these  provisions other than in good
faith,  or  for  purposes  other  than  compliance  with the Securities Act, the
Exchange  Act  and  the  rules and regulations of the Commission thereunder. The
Company  acknowledges  that interpretations of the requirements of Regulation AB
may  change  over  time,  whether  due  to interpretive guidance provided by the
Commission  or  its  staff,  consensus  among  participants  in the asset-backed
securities  markets,  advice of counsel, or otherwise, and agrees to comply with
requests  made  by  the  Purchaser, any Master Servicer or any Depositor in good
faith  for  delivery  of  information  under  these  provisions  on the basis of
evolving  interpretations  of Regulation AB. In connection with any Pass-Through
Transfer,  PHH  shall cooperate fully with the Purchaser and any Master Servicer
to  deliver  to the Purchaser (including any of its assignees or designees), and
Master  Servicer  and  any  Depositor,  any  and  all  statements,  reports,
certifications,  records  and  any other information necessary in the good faith
determination  of  the Purchaser, any Master Servicer or any Depositor to permit
the  Purchaser,  any  Master  Servicer  or  such  Depositor  to  comply with the
provisions of Regulation AB, together with such disclosures relating to PHH, any
Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing
of  the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to
be  necessary  in  order  to  effect  such  compliance.

     (s)     The  following  shall  be  added as the second paragraph of Section
8.01  of  the  Purchase,  Warranties  and  Servicing  Agreement.

     "The Master Servicer shall indemnify and hold harmless the Servicer and its
affiliates,  and  in  each  case,  its  officers,  directors and agents from and
against  any  losses,  damages,  penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments and other costs and expenses arising out of or
based  upon  a  breach by the Master Servicer or any of its officers, directors,
agents  or  affiliates  of  its  obligations in connection with the preparation,
filing  and certification of any Form 10-K under Section 3.18 of the Pooling and
Servicing  Agreement  or  the negligence, bad faith or willful misconduct of the
Master  Servicer in connection therewith. In addition, the Master Servicer shall
indemnify  and  hold harmless the Servicer and its affiliates, and in each case,
its  officers,  directors  and  agents  from  and  against  any losses, damages,
penalties,  fines,  forfeitures,  reasonable  legal  fees  and  related  costs,
judgments  and other costs and expenses arising out of or based upon a breach by
any Servicer (as defined in the Pooling and Servicing Agreement), other than the
Servicer  (as  defined in this Agreement), of its obligations in connection with
any  back-up certification (or any other back-up documents) to any certification
of  any  Form 10-K required to be provided by the Master Servicer, but solely to
the extent the Master Servicer receives amounts from such Servicer in connection
with  any  indemnification provided by such Servicer (in each case as defined in
the  Pooling  and  Servicing  Agreement)  to  the  Master  Servicer."

     (t)     Article  IX  of the Agreement is hereby amended effective as of the
date hereof by deleting the first sentence of the last paragraph of Section 9.01
and  replacing  it  with  the  following  (new  text  underlined):

     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 PHH (except in
the  case  of  an Event of Default under clauses (iii), (iv) or (v) above, or as
                                                                           -----
otherwise  stated  herein, in which case, automatically and without notice) 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 PHH (and if
                                                                         -------
PHH  is  servicing  any  of  the Mortgage Loans in a Securitization Transaction,
--------------------------------------------------------------------------------
appoint  a  successor  servicer reasonably acceptable to any Master Servicer for
--------------------------------------------------------------------------------
such Securitization Transaction) under this Agreement and in and to the Mortgage
--------------------------------
Loans  and  the  proceeds  thereof  without  compensating  PHH  for  the  same.

     (u)     Article  IX  of the Agreement is hereby amended effective as of the
date  hereof by adding the following at the end of the last paragraph of Section
9.01:

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

     (v)     Section  11.04  of the Purchase, Warranties and Servicing Agreement
shall  be  deleted  in  its  entirety  and  replaced  with  the  following:

     This  Agreement  and  the  related  Confirmation  shall  be  construed  in
accordance with the substantive laws of the State of New York (without regard to
conflict  of  laws  principles other than Section 5-1401 of the New York General
Obligations  Law)  and  the  obligations,  rights  and  remedies  of the parties
hereunder shall be determined in accordance with such laws, except to the extent
preempted  by  federal  law.

     (w)     Article  XI  of the Agreement is hereby amended effective as of the
date  hereof  by  restating  Section  11.18  in  its  entirety  as  follows:

     Section  11.18.     Cooperation  of  Company  with  a  Reconstitution.
                         -------------------------------------------------

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

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

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

     The  Company  agrees to execute in connection with any agreements among the
Purchaser,  PHH,  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.
Notwithstanding  anything to the contrary in this Section 11.18, PHH agrees that
it  is  required  to  perform  the  obligations  described  in Exhibit K hereto.

     With  respect  to  each  Whole Loan Transfer and each Pass-Through Transfer
entered  into  by  the  Purchaser,  PHH  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 as are customary in the
industry;  (3)  to  restate the representations and warranties set forth in this
Agreement  as  of  the  settlement  or  closing  date  in  connection  with such
Reconstitution  (each,  a  "Reconstitution  Date").

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

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

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

     (iii)     within  5  Business  Days  after  request  by  the Purchaser, the
information  with respect to PHH (as originator) and each Third-Party Originator
of the Mortgage Loans as required under Item 1110(a) and (b) of Regulation AB, a
summary  of  the requirements of which has of the date hereof is attached hereto
as  Exhibit  M  for convenience of reference only, as determined by Purchaser in
its  sole  reasonable  discretion.  If  requested  by  the  Purchaser, this will
include  information  about  the  applicable  credit-granting  or  underwriting
criteria;

     (iv)     within  5  Business Days after request by the Purchaser, PHH shall
provide (or, as applicable, cause each Third-Party Originator to provide) Static
Pool  Information  with  respect to the mortgage loans (of a similar type as the
Mortgage  Loans,  as  reasonably  identified by the Purchaser as provided below)
originated  by  (i) PHH, if PHH is an originator of Mortgage Loans (including as
an  acquirer of Mortgage Loans from a Qualified Correspondent), and/or (ii) each
Third-Party  Originator.  Such  Static Pool Information shall be prepared by PHH
(or  Third-Party  Originator)  on  the  basis  of  its  reasonable,  good  faith
interpretation  of the requirements of Item 1105(a)(1)-(3) and (c) of Regulation
AB.  To  the  extent  that  there is reasonably available to PHH (or Third-Party
Originator)  Static Pool Information with respect to more than one mortgage loan
type,  the  Purchaser or any Depositor shall be entitled to specify whether some
or  all  of  such  information shall be provided pursuant to this paragraph. The
content  of such Static Pool Information may be in the form customarily provided
by  PHH,  and  need  not  be customized for the Purchaser or any Depositor. Such
Static  Pool  Information for each vintage origination year or prior securitized
pool,  as  applicable,  shall be presented in increments no less frequently than
quarterly  over  the  life  of  the  mortgage  loans  included  in  the  vintage
origination  year  or prior securitized pool. The most recent periodic increment
must  be as of a date no later than 135 days prior to the date of the prospectus
or  other  offering  document  in  which  the  Static  Pool Information is to be
included  or  incorporated  by  reference.  The Static Pool Information shall be
provided  in  an  electronic  format  that  provides  a  permanent record of the
information  provided,  such  as a portable document format (pdf) file, or other
such electronic format reasonably required by the Purchaser or the Depositor, as
applicable;

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

     (vi)     within  5  Business  Days  after  request  by  the  Purchaser,

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

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

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

     (vii)     if  so  requested  by  the  Purchaser,  PHH shall provide (or, as
applicable, cause each Third-Party Originator to provide), at the expense of the
requesting party (to the extent of any additional incremental expense associated
with  delivery  pursuant  to  this  Agreement),  such statements and agreed-upon
procedures  letters of certified public accountants reasonably acceptable to the
Purchaser  or  Depositor,  as  applicable, pertaining to Static Pool Information
relating  to  prior  securitized  pools  for  securitizations closed on or after
January 1, 2006 or, in the case of Static Pool Information with respect to PHH's
or  Third-Party  Originator's  originations  or  purchases,  to  calendar months
commencing  January  1,  2006,  or  to any financial information included in any
other  disclosure  provided  under  this Section 11.18, as the Purchaser or such
Depositor  shall  reasonably  request.  Such  statements  and  letters  shall be
addressed  to  and  be  for the benefit of such parties as the Purchaser or such
Depositor  shall  designate,  which may include, by way of example, any Sponsor,
any  Depositor  and  any broker dealer acting as underwriter, placement agent or
initial purchaser with respect to a Pass-Through Transfer. Any such statement or
letter  may  take  the  form  of  a  standard,  generally  applicable  document
accompanied  by  a  reliance  letter  authorizing  reliance  by  the  addressees
designated  by  the  Purchaser  or  such  Depositor;

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

     All  notification  pursuant  to  this Section 11.18(viii), other than those
pursuant  to  Section  11.18(viii)(i)(A),  should  be  sent  to:

     EMC  Mortgage  Corporation
     2780  Lake  Vista  Drive
     Lewisville,  TX  75067-3884
     Attention:  Conduit  Seller  Approval  Dept.
     Facsimile:  (214)  626-3751
     Email:  sellerapproval@bear.com

     With  a  copy  to:

     Bear,  Stearns  &  Co.  Inc.
     383  Madison  Avenue,  3rd  Floor
     New,  York,  NY  10179
     Attention:  Global  Credit  Administration
     Facsimile:  (212)  272-6564

     Notifications  pursuant  to  Section  11.18(viii)(i)(A)  should be sent to:

     EMC  Mortgage  Corporation
     Two  Mac  Arthur  Ridge
     909  Hidden  Ridge  Drive,  Suite  200
     Irving,  TX  75038
     Attention:  Associate  General  Counsel  for  Loan  Administration
     Facsimile:  (972)  831-2555

     With  copies  to:

     Bear,  Stearns  &  Co.  Inc.
     383  Madison  Avenue,  3rd  Floor
     New,  York,  NY  10179
     Attention:  Global  Credit  Administration
     Facsimile:  (212)  272-6564

     EMC  Mortgage  Corporation
     2780  Lake  Vista  Drive
     Lewisville,  TX  75067-3884
     Attention:  Conduit  Seller  Approval  Dept.
     Facsimile:  (214)  626-3751
     Email:  sellerapproval@bear.com

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

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

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

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

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

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

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

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

     (i)(A)  any  untrue statement of a material fact contained or alleged to be
contained  in  any information, report, certification, data, accountants' letter
or  other  material provided under this Section 11.18 by or on behalf of PHH, or
provided  under  this  Section  11.18  by  or  on  behalf  of  any  Subservicer,
Subcontractor  or  Third-Party  Originator  (collectively,  the  "Company
Information"),  or  (B) the omission or alleged omission to state in the Company
Information  a material fact required to be stated in the Company Information or
necessary  in  order  to  make  the  statements  therein,  in  the  light of the
circumstances  under  which  they were made, not misleading; provided, by way of
clarification,  that  clause  (B) of this paragraph shall be construed solely by
reference  to  the  Company  Information  and  not  to  any  other  information
communicated in connection with a sale or purchase of securities, without regard
to  whether the Company Information or any portion thereof is presented together
with  or  separately  from  such  other  information;

     (ii)  any  breach  by  PHH  of  its  obligations  under this Section 11.18,
including particularly any failure by PHH, any Subservicer, any Subcontractor or
any  Third-Party  Originator  to deliver any information, report, certification,
accountants'  letter  or  other material when and as required under this Section
11.18,  including  any  failure by PHH to identify pursuant to Section 11.19 any
Subcontractor  "participating  in  the servicing function" within the meaning of
Item  1122  of  Regulation  AB;

     (iii)  any  breach  by  PHH  of  a  representation or warranty set forth in
Section  3.01  or in a writing furnished pursuant to Section 3.01(q) and made as
of a date prior to the closing date of the related Pass-Through Transfer, to the
extent  that such breach is not cured by such closing date, or any breach by PHH
of  a  representation  or  warranty  in  a writing furnished pursuant to Section
3.01(q)  to  the  extent  made  as of a date subsequent to such closing date; or

     (iv)  the  negligence  bad faith or willful misconduct of PHH in connection
with  its  performance  under  this  Section  11.18.

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

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

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

     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.

     (x)     Article  XI  of the Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  new  Section  11.19:

     Section  11.19.  Use  of  Subservicers  and  Subcontractors.
                      ------------------------------------------

     (a)     The  Servicer  shall  not hire or otherwise utilize the services of
any  Subservicer  to  fulfill any of the obligations of the Servicer as servicer
under  this  Agreement  or  any  Reconstitution  Agreement  unless  the Servicer
complies  with  the  provisions  of  paragraph (b) of this Section. The Servicer
shall not hire or otherwise utilize the services of any Subcontractor, and shall
not  permit  any  Subservicer  to  hire or otherwise utilize the services of any
Subcontractor,  to  fulfill  any  of the obligations of the Servicer as servicer
under  this  Agreement  or  any  Reconstitution  Agreement  unless  the Servicer
complies  with  the  provisions  of  paragraphs  (c)  and  (d)  of this Section.

     (b)     The  Servicer  shall cause any Subservicer used by the Servicer (or
by any Subservicer) for the benefit of the Purchaser and any Depositor to comply
with  the  provisions  of this Section and with Sections 3.01(p), 6.04, 6.07 and
11.18  of  this  Agreement  to  the  same extent as if such Subservicer were the
Servicer,  and  to  provide  the  information  required  with  respect  to  such
Subservicer  under  Section 11.18(viii) of this Agreement. The Servicer shall be
responsible for obtaining from each Subservicer and delivering to the Purchaser,
any  Master  Servicer  and  any  Depositor  any  Annual  Statement of Compliance
required  to  be  delivered  by  such  Subservicer  under  Section  6.04(a), any
Assessment of Compliance and Attestation Report required to be delivered by such
Subservicer  under  Section  6.07  and  any  Annual Certification required under
Section  6.04(b)  as  and  when  required  to  be  delivered.

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

     (d)     As  a  condition to the utilization of any Subcontractor determined
to  be "participating in the servicing function" within the meaning of Item 1122
of  Regulation  AB,  the Servicer shall cause any such Subcontractor used by the
Servicer  (or  by  any  Subservicer)  for  the  benefit of the Purchaser and any
Depositor  to  comply  with  the  provisions  of Sections 6.07 and 11.18 of this
Agreement  to  the  same  extent as if such Subcontractor were PHH. The Servicer
shall be responsible for obtaining from each Subcontractor and delivering to the
Purchaser  and any Depositor any Assessment of Compliance and Attestation Report
and the other certificates required to be delivered by such Subservicer and such
Subcontractor  under  Section  6.07,  in  each  case  as and when required to be
delivered.

     (y)     Article  XII of the Agreement is hereby amended effective as of the
date  hereof  by  adding  the  following  new  Section  11.20:

     Section  11.20.  Third-Party  Beneficiary.
                      ------------------------

     For  purposes of this Agreement, each Master Servicer shall be considered a
third  party  beneficiary  of  this  Agreement,  entitled  to all the rights and
benefits  hereof  as  if  it  were  a  direct  party  to  this  Agreement.

     (z)     The  Agreement is hereby amended effective as of the date hereof by
deleting  Exhibit  E  in  its  entirety  and  replacing  it  with the following:

                                    EXHIBIT E
                                    ---------

                       REPORTING DATA FOR DEFAULTED LOANS

<TABLE>
<CAPTION>
                                             STANDARD  FILE LAYOUT - MASTER SERVICING
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
COLUMN NAME                                 DESCRIPTION                        DECIMAL             FORMAT COMMENT         MAX SIZE
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
<S>                    <C>                                                     <C>      <C>                               <C>
SER_INVESTOR_NBR       A value assigned by the Servicer to define a group               Text up to 10 digits                 20
                       of loans.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
LOAN_NBR               A unique identifier assigned to each loan by the                 Text up to 10 digits                 10
                       investor.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
SERVICER_LOAN_NBR      A unique number assigned to a loan by the Servicer.              Text up to 10 digits                 10
                       This may be different than the LOAN_NBR.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
BORROWER_NAME          The borrower name as received in the file.  It is not            Maximum length of 30 (Last,          30
                       separated by first and last name.                                First)
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
SCHED_PAY_AMT          Scheduled monthly principal and scheduled interest         2     No commas(,) or dollar signs ($)     11
                       payment that a borrower is expected to pay, P&I
                       constant.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
NOTE_INT_RATE          The loan interest rate as reported by the Servicer.        4     Max length of 6                       6
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
NET_INT_RATE           The loan gross interest rate less the service fee rate     4     Max length of 6                       6
                       as reported by the Servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
SERV_FEE_RATE          The servicer's fee rate for a loan as reported by the      4     Max length of 6                       6
                       Servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
SERV_FEE_AMT           The servicer's fee amount for a loan as reported by        2     No commas(,) or dollar signs ($)     11
                       the Servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
NEW_PAY_AMT            The new loan payment amount as reported by the             2     No commas(,) or dollar signs ($)     11
                       Servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
NEW_LOAN_RATE          The new loan rate as reported by the Servicer.             4     Max length of 6                       6
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
ARM_INDEX_RATE         The index the Servicer is using to calculate a             4     Max length of 6                       6
                       forecasted rate.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
ACTL_BEG_PRIN_BAL      The borrower's actual principal balance at the             2     No commas(,) or dollar signs ($)     11
                       beginning of the processing cycle.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
ACTL_END_PRIN_BAL      The borrower's actual principal balance at the end of      2     No commas(,) or dollar signs ($)     11
                       the processing cycle.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
BORR_NEXT_PAY_DUE_D    The date at the end of processing cycle that the                 MM/DD/YYYY                           10
ATE                    borrower's next payment is due to the Servicer, as
                       reported by Servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
SERV_CURT_AMT_1        The first curtailment amount to be applied.                2     No commas(,) or dollar signs ($)     11
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
SERV_CURT_DATE_1       The curtailment date associated with the first                   MM/DD/YYYY                           10
                       curtailment amount.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
CURT_ADJ_ AMT_1        The curtailment interest on the first curtailment          2     No commas(,) or dollar signs ($)     11
                       amount, if applicable.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
SERV_CURT_AMT_2        The second curtailment amount to be applied.               2     No commas(,) or dollar signs ($)     11
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
SERV_CURT_DATE_2       The curtailment date associated with the second                  MM/DD/YYYY                           10
                       curtailment amount.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
CURT_ADJ_ AMT_2        The curtailment interest on the second curtailment         2     No commas(,) or dollar signs ($)     11
                       amount, if applicable.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
SERV_CURT_AMT_3        The third curtailment amount to be applied.                2     No commas(,) or dollar signs ($)     11
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
SERV_CURT_DATE_3       The curtailment date associated with the third                   MM/DD/YYYY                           10
                       curtailment amount.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
CURT_ADJ_AMT_3         The curtailment interest on the third curtailment          2     No commas(,) or dollar signs ($)     11
                       amount, if applicable.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
PIF_AMT                The loan "paid in full" amount as reported by the          2     No commas(,) or dollar signs ($)     11
                       Servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
PIF_DATE               The paid in full date as reported by the Servicer.               MM/DD/YYYY                           10
---------------------  ------------------------------------------------------           --------------------------------  --------
ACTION_CODE            The standard FNMA numeric code used to indicate                  Action Code Key:                      2
                       the default/delinquent status of a particular loan.              15=Bankruptcy,
                                                                                        30=Foreclosure, , 60=PIF,
                                                                                        63=Substitution,
                                                                                        65=Repurchase,70=REO
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
INT_ADJ_AMT            The amount of the interest adjustment as reported          2     No commas(,) or dollar signs ($)     11
                       by the Servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
SOLDIER_SAILOR_ADJ_AM  The Soldier and Sailor Adjustment amount, if               2     No commas(,) or dollar signs ($)     11
T                      applicable.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
NON_ADV_LOAN_AMT       The Non Recoverable Loan Amount, if applicable.            2     No commas(,) or dollar signs ($)     11
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
LOAN_LOSS_AMT          The amount the Servicer is passing as a loss, if           2     No commas(,) or dollar signs ($)     11
                       applicable.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
SCHED_BEG_PRIN_BAL     The scheduled outstanding principal amount due at          2     No commas(,) or dollar signs ($)     11
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
                       the beginning of the cycle date to be passed through
                       to investors.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
SCHED_END_PRIN_BAL     The scheduled principal balance due to investors at        2     No commas(,) or dollar signs ($)     11
                       the end of a processing cycle.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
SCHED_PRIN_AMT         The scheduled principal amount as reported by the          2     No commas(,) or dollar signs ($)     11
                       Servicer for the current cycle -- only applicable for
                       Scheduled/Scheduled Loans.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
SCHED_NET_INT          The scheduled gross interest amount less the               2     No commas(,) or dollar signs ($)     11
                       service fee amount for the current cycle as reported
                       by the Servicer -- only applicable for
                       Scheduled/Scheduled Loans.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
ACTL_PRIN_AMT          The actual principal amount collected by the               2     No commas(,) or dollar signs ($)     11
                       Servicer for the current reporting cycle -- only
                       applicable for Actual/Actual Loans.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
ACTL_NET_INT           The actual gross interest amount less the service          2     No commas(,) or dollar signs ($)     11
                       fee amount for the current reporting cycle as
                       reported by the Servicer -- only applicable for
                       Actual/Actual Loans.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
PREPAY_PENALTY_ AMT    The penalty amount received when a borrower                2     No commas(,) or dollar signs ($)     11
                       prepays on his loan as reported by the Servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
PREPAY_PENALTY_        The prepayment penalty amount for the loan waived          2     No commas(,) or dollar signs ($)     11
WAIVED                 by the servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
MOD_DATE               The Effective Payment Date of the Modification for               MM/DD/YYYY                           10
                       the loan.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
MOD_TYPE               The Modification Type.                                           Varchar - value can be alpha or      30
                                                                                        numeric
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
DELINQ_P&I_ADVANCE_A   The current outstanding principal and interest             2     No commas(,) or dollar signs ($)     11
MT                     advances made by Servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  --------
</TABLE>

     (aa)     The Agreement is hereby amended effective as of the date hereof by
adding  the  following  new  Exhibit  F:

                                      EXHIBIT F
                                      ---------

<TABLE>
<CAPTION>
                                        REPORTING DATA FOR DEFAULTED LOANS

                                   STANDARD FILE LAYOUT - DELINQUENCY REPORTING

---------------------------  ----------------------------------------------------------  -------  ----------------
COLUMN/HEADER NAME                                  DESCRIPTION                          DECIMAL   FORMAT COMMENT
---------------------------  ----------------------------------------------------------  -------  ----------------
<S>                          <C>                                                         <C>      <C>
SERVICER_LOAN_NBR            A unique number assigned to a loan by the Servicer.  This
                             may be different than the LOAN_NBR
---------------------------  ----------------------------------------------------------  -------  ----------------
LOAN_NBR                     A unique identifier assigned to each loan by the
                             originator.
---------------------------  ----------------------------------------------------------  -------  ----------------
CLIENT_NBR                   Servicer Client Number
---------------------------  ----------------------------------------------------------  -------  ----------------
SERV_INVESTOR_NBR            Contains a unique number as assigned by an external
                             servicer to identify a group of loans in their system.
---------------------------  ----------------------------------------------------------  -------  ----------------
BORROWER_FIRST_NAME          First Name of the Borrower.
---------------------------  ----------------------------------------------------------  -------  ----------------
BORROWER_LAST_NAME           Last name of the borrower.
---------------------------  ----------------------------------------------------------  -------  ----------------
PROP_ADDRESS                 Street Name and Number of Property
---------------------------  ----------------------------------------------------------  -------  ----------------
PROP_STATE                   The state where the  property located.
---------------------------  ----------------------------------------------------------  -------  ----------------
PROP_ZIP                     Zip code where the property is located.
---------------------------  ----------------------------------------------------------  -------  ----------------
BORR_NEXT_PAY_DUE_DATE       The date that the borrower's next payment is due to the              MM/DD/YYYY
                             servicer at the end of processing cycle, as reported by
                             Servicer.
---------------------------  ----------------------------------------------------------  -------  ----------------
LOAN_TYPE                    Loan Type (i.e. FHA, VA, Conv)
---------------------------  ----------------------------------------------------------  -------  ----------------
BANKRUPTCY_FILED_DATE        The date a particular bankruptcy claim was filed.                    MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
BANKRUPTCY_CHAPTER_CODE      The chapter under which the bankruptcy was filed.
---------------------------  ----------------------------------------------------------  -------  ----------------
BANKRUPTCY_CASE_NBR          The case number assigned by the court to the bankruptcy
                             filing.
---------------------------  ----------------------------------------------------------  -------  ----------------
POST_PETITION_DUE_DATE       The payment due date once the bankruptcy has been                    MM/DD/YYYY
                             approved by the courts
---------------------------  ----------------------------------------------------------  -------  ----------------
BANKRUPTCY_DCHRG_DISM_DATE   The Date The Loan Is Removed From Bankruptcy. Either                 MM/DD/YYYY
                             by Dismissal, Discharged and/or a Motion For Relief Was
                             Granted.
---------------------------  ----------------------------------------------------------  -------  ----------------
LOSS_MIT_APPR_DATE           The Date The Loss Mitigation Was Approved By The                     MM/DD/YYYY
                             Servicer
---------------------------  ----------------------------------------------------------  -------  ----------------
LOSS_MIT_TYPE                The Type Of Loss Mitigation Approved For A Loan Such
                             As;
---------------------------  ----------------------------------------------------------  -------  ----------------
LOSS_MIT_EST_COMP_DATE       The Date The Loss Mitigation /Plan Is Scheduled To                   MM/DD/YYYY
                             End/Close
---------------------------  ----------------------------------------------------------  -------  ----------------
LOSS_MIT_ACT_COMP_DATE       The Date The Loss Mitigation Is Actually Completed                   MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
FRCLSR_APPROVED_DATE         The date DA Admin sends a letter to the servicer with                MM/DD/YYYY
                             instructions to begin foreclosure proceedings.
---------------------------  ----------------------------------------------------------  -------  ----------------
ATTORNEY_REFERRAL_DATE       Date File Was Referred To Attorney to Pursue                         MM/DD/YYYY
                             Foreclosure
---------------------------  ----------------------------------------------------------  -------  ----------------
FIRST_LEGAL_DATE             Notice of 1st legal filed by an Attorney in a Foreclosure            MM/DD/YYYY
                             Action
---------------------------  ----------------------------------------------------------  -------  ----------------
FRCLSR_SALE_EXPECTED_DATE    The date by which a foreclosure sale is expected to                  MM/DD/YYYY
                             occur.
FRCLSR_SALE_DATE             The actual date of the foreclosure sale.                             MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
FRCLSR_SALE_AMT              The amount a property sold for at the foreclosure sale.        2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
EVICTION_START_DATE          The date the servicer initiates eviction of the borrower.            MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
EVICTION_COMPLETED_DATE      The date the court revokes legal possession of the                   MM/DD/YYYY
                             property from the borrower.
---------------------------  ----------------------------------------------------------  -------  ----------------
LIST_PRICE                   The price at which an REO property is marketed.                2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
LIST_DATE                    The date an REO property is listed at a particular price.            MM/DD/YYYY
OFFER_AMT                    The dollar value of an offer for an REO property.              2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
OFFER_DATE_TIME              The date an offer is received by DA Admin or by the                  MM/DD/YYYY
                             Servicer.
---------------------------  ----------------------------------------------------------  -------  ----------------
REO_CLOSING_DATE             The date the REO sale of the property is scheduled to                MM/DD/YYYY
                             close.
---------------------------  ----------------------------------------------------------  -------  ----------------
REO_ACTUAL_CLOSING_DATE      Actual Date Of REO Sale                                              MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
OCCUPANT_CODE                Classification of how the property is occupied.
---------------------------  ----------------------------------------------------------  -------  ----------------
PROP_CONDITION_CODE          A code that indicates the condition of the property.
---------------------------  ----------------------------------------------------------  -------  ----------------
PROP_INSPECTION_DATE         The date a  property inspection is performed.                        MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
APPRAISAL_DATE               The date the appraisal was done.                                     MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
CURR_PROP_VAL                The current "as is" value of the property based on             2
                             brokers price opinion or appraisal.
---------------------------  ----------------------------------------------------------  -------  ----------------
REPAIRED_PROP_VAL            The amount the property would be worth if repairs are          2
                             completed pursuant to a broker's price opinion or
                             appraisal.
---------------------------  ----------------------------------------------------------  -------  ----------------
IF APPLICABLE:
---------------------------  ----------------------------------------------------------  -------  ----------------
DELINQ_STATUS_CODE           FNMA Code Describing Status of Loan
---------------------------  ----------------------------------------------------------  -------  ----------------
DELINQ_REASON_CODE           The circumstances which caused a borrower to stop
                             paying on a loan.   Code indicates the reason why the
                             loan is in default for this cycle.
---------------------------  ----------------------------------------------------------  -------  ----------------
MI_CLAIM_FILED_DATE          Date Mortgage Insurance Claim Was Filed With Mortgage                MM/DD/YYYY
                             Insurance Company.
---------------------------  ----------------------------------------------------------  -------  ----------------
MI_CLAIM_AMT                 Amount of Mortgage Insurance Claim Filed                             No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
MI_CLAIM_PAID_DATE           Date Mortgage Insurance Company Disbursed Claim                      MM/DD/YYYY
                             Payment
---------------------------  ----------------------------------------------------------  -------  ----------------
MI_CLAIM_AMT_PAID            Amount Mortgage Insurance Company Paid On Claim                2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
POOL_CLAIM_FILED_DATE        Date Claim Was Filed With Pool Insurance Company                     MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
POOL_CLAIM_AMT               Amount of Claim Filed With Pool Insurance Company              2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
POOL_CLAIM_PAID_DATE         Date Claim Was Settled and The Check Was Issued By                   MM/DD/YYYY
                             The Pool Insurer
---------------------------  ----------------------------------------------------------  -------  ----------------
POOL_CLAIM_AMT_PAID          Amount Paid On Claim By Pool Insurance Company                 2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
FHA_PART_A_CLAIM_FILED_DATE  Date FHA Part A Claim Was Filed With HUD                             MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
FHA_PART_A_CLAIM_AMT         Amount of FHA Part A Claim Filed                               2     No commas(,)
                                                                                                  or dollar signs
                                                                                                   ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
FHA_PART_A_CLAIM_PAID_DATE   Date HUD Disbursed Part A Claim Payment                              MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
FHA_PART_A_CLAIM_PAID_AMT    Amount HUD Paid on Part A Claim                                2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
FHA_PART_B_CLAIM_FILED_DATE  Date FHA Part B Claim Was Filed With HUD                             MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
FHA_PART_B_CLAIM_AMT         Amount of FHA Part B Claim Filed                               2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
FHA_PART_B_CLAIM_PAID_DATE   Date HUD Disbursed Part B Claim Payment                              MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
FHA_PART_B_CLAIM_PAID_AMT    Amount HUD Paid on Part B Claim                                2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
VA_CLAIM_FILED_DATE          Date VA Claim Was Filed With the Veterans Admin                      MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
VA_CLAIM_PAID_DATE           Date Veterans Admin. Disbursed VA Claim Payment                      MM/DD/YYYY
---------------------------  ----------------------------------------------------------  -------  ----------------
VA_CLAIM_PAID_AMT            Amount Veterans Admin. Paid on VA Claim                        2     No commas(,)
                                                                                                  or dollar signs
                                                                                                  ($)
---------------------------  ----------------------------------------------------------  -------  ----------------
</TABLE>


EXHIBIT  2:  STANDARD  FILE  CODES  -  DELINQUENCY  REPORTING

The  LOSS  MIT  TYPE  field  should  show  the  approved Loss Mitigation Code as
     ---------------
follows:

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


NOTE:  Wells  Fargo  Bank will accept alternative Loss Mitigation Types to those
-----
above,  provided  that  they  are  consistent  with industry standards.  If Loss
Mitigation Types other than those above are used, the Servicer must supply Wells
Fargo  Bank  with  a  description  of each of the Loss Mitigation Types prior to
sending  the  file.

The  OCCUPANT  CODE field should show the current status of the property code as
     --------------
follows:

     -    Mortgagor
     -    Tenant
     -    Unknown
     -    Vacant

The  PROPERTY  CONDITION  field  should  show the last reported condition of the
     -------------------
property  as  follows:

     -    Damaged
     -    Excellent
     -    Fair
     -    Gone
     -    Good
     -    Poor
     -    Special  Hazard
     -    Unknown

EXHIBIT  2:  STANDARD  FILE  CODES  -  DELINQUENCY  REPORTING,  CONTINUED


The  FNMA DELINQUENT REASON CODE field should show the Reason for Delinquency as
     ---------------------------
follows:

<TABLE>
<CAPTION>
          ------------------------------------------------------
          DELINQUENCY           DELINQUENCY DESCRIPTION
          CODE
          -----------  -----------------------------------------
<S>                    <C>
          001          FNMA-Death of principal mortgagor
          -----------  -----------------------------------------
          002          FNMA-Illness of principal mortgagor
          -----------  -----------------------------------------
          003          FNMA-Illness of mortgagor's family member
          -----------  -----------------------------------------
          004          FNMA-Death of mortgagor's family member
          -----------  -----------------------------------------
          005          FNMA-Marital difficulties
          -----------  -----------------------------------------
          006          FNMA-Curtailment of income
          -----------  -----------------------------------------
          007          FNMA-Excessive Obligation
          -----------  -----------------------------------------
          008          FNMA-Abandonment of property
          -----------  -----------------------------------------
          009          FNMA-Distant employee transfer
          -----------  -----------------------------------------
          011          FNMA-Property problem
          -----------  -----------------------------------------
          012          FNMA-Inability to sell property
          -----------  -----------------------------------------
          013          FNMA-Inability to rent property
          -----------  -----------------------------------------
          014          FNMA-Military Service
          -----------  -----------------------------------------
          015          FNMA-Other
          -----------  -----------------------------------------
          016          FNMA-Unemployment
          -----------  -----------------------------------------
          017          FNMA-Business failure
          -----------  -----------------------------------------
          019          FNMA-Casualty loss
          -----------  -----------------------------------------
          022          FNMA-Energy environment costs
          -----------  -----------------------------------------
          023          FNMA-Servicing problems
          -----------  -----------------------------------------
          26          FNMA-Payment adjustment
          -----------  -----------------------------------------
          027          FNMA-Payment dispute
          -----------  -----------------------------------------
          029          FNMA-Transfer of ownership pending
          -----------  -----------------------------------------
          030          FNMA-Fraud
          -----------  -----------------------------------------
          031          FNMA-Unable to contact borrower
          -----------  -----------------------------------------
          INC          FNMA-Incarceration
          ------------------------------------------------------
</TABLE>


EXHIBIT  2:  STANDARD  FILE  CODES  -  DELINQUENCY  REPORTING,  CONTINUED

The  FNMA  DELINQUENT  STATUS  CODE  field  should show the Status of Default as
     ------------------------------
follows:

<TABLE>
<CAPTION>
          -------------------------------------------------------
          STATUS CODE  STATUS DESCRIPTION
          -----------  ------------------------------------------
<S>                    <C>
              09       Forbearance
          -----------  ------------------------------------------
              17       Pre-foreclosure Sale Closing Plan Accepted
          -----------  ------------------------------------------
              24       Government Seizure
          -----------  ------------------------------------------
              26       Refinance
          -----------  ------------------------------------------
              27       Assumption
          -----------  ------------------------------------------
              28       Modification
          -----------  ------------------------------------------
              29       Charge-Off
          -----------  ------------------------------------------
              30       Third Party Sale
          -----------  ------------------------------------------
              31       Probate
          -----------  ------------------------------------------
              32       Military Indulgence
          -----------  ------------------------------------------
              43       Foreclosure Started
          -----------  ------------------------------------------
              44       Deed-in-Lieu Started
          -----------  ------------------------------------------
              49       Assignment Completed
          -----------  ------------------------------------------
              61       Second Lien Considerations
          -----------  ------------------------------------------
              62       Veteran's Affairs-No Bid
          -----------  ------------------------------------------
              63       Veteran's Affairs-Refund
          -----------  ------------------------------------------
              64       Veteran's Affairs-Buydown
          -----------  ------------------------------------------
              65       Chapter 7 Bankruptcy
          -----------  ------------------------------------------
              66       Chapter 11 Bankruptcy
          -----------  ------------------------------------------
              67       Chapter 13 Bankruptcy
          -------------------------------------------------------
</TABLE>

     (bb)     The Agreement is hereby amended effective as of the date hereof by
adding  the  following  new  Exhibit  J:

                                    EXHIBIT J
                                    ---------

                          FORM OF COMPANY CERTIFICATION

Re:     The  [     ]  agreement  dated  as of [     l, 200[ ] (the "Agreement"),
among  [IDENTIFY  PARTIES]

     I,  ____________________________,  the  _______________________ of [NAME OF
COMPANY]  (the  "Company"), certify to [the Purchaser], [the Depositor], and the
Master  Servicer  [Trustee],  and  their officers, with the knowledge and intent
that  they  will  rely  upon  this  certification,  that:

          I  have  reviewed the servicer compliance statement of PHH provided in
     accordance  with  Item  1123 of Regulation AB (the "Compliance Statement"),
     the  report  on  assessment of PHH's compliance with the servicing criteria
     set  forth  in  Item  1122(d)  of Regulation AB (the "Servicing Criteria"),
     provided  in  accordance  with  Rules  13a-18  and  15d-18 under Securities
     Exchange  Act  of  1934,  as  amended (the "Exchange Act") and Item 1122 of
     Regulation  AB  (the  "Servicing  Assessment"),  the  registered  public
     accounting  firm's  attestation  report  provided  in accordance with Rules
     13a-18  and 15d-18 under the Exchange Act and Section 1122(b) of Regulation
     AB  (the  "Attestation  Report"),  and  all  servicing  reports,  officer's
     certificates  and  other  information  relating  to  the  servicing  of the
     Mortgage  Loans  by  PHH  during  200[  ] that were delivered by PHH to the
     Master  Servicer  pursuant  to  the  Agreement  (collectively, the "Company
     Servicing  Information");

          Based  on  my  knowledge, PHH Servicing Information, taken as a whole,
     does not contain any untrue statement of a material fact or omit to state a
     material  fact  necessary  to make the statements made, in the light of the
     circumstances  under  which  such statements were made, not misleading with
     respect  to  the  period  of  time  covered  by  PHH Servicing Information;

          Based on my knowledge, all of PHH Servicing Information required to be
     provided  by  PHH  under  the  Agreement  has  been  provided to the Master
     Servicer;

          I  am  responsible  for  reviewing  the activities performed by PHH as
     servicer  under the Agreement, and based on my knowledge and the compliance
     review  conducted  in  preparing  the  Compliance  Statement  and except as
     disclosed  in  the  Compliance  Statement,  the Servicing Assessment or the
     Attestation  Report,  PHH has fulfilled its obligations under the Agreement
     in  all  material  respects;  and

The  Compliance  Statement  required  to  be  delivered  by PHH pursuant to this
Agreement,  and  the  Servicing Assessment and Attestation Report required to be
provided  by  PHH  and  by  any  Subservicer  and  Subcontractor pursuant to the
Agreement, have been provided to the Master Servicer.  Any material instances of
noncompliance  described  in  such  reports  have  been  disclosed to the Master
Servicer.  Any  material  instance  of noncompliance with the Servicing Criteria
has  been  disclosed  in  such  reports.

     (cc)     The Agreement is hereby amended effective as of the date hereof by
adding  the  following  new  Exhibit  K:

                                    EXHIBIT K
                                    ---------

                      COMPANY'S OBLIGATIONS IN CONNECTION

                              WITH A RECONSTITUTION

     -    The  Company  shall  (i)  possess  the  ability  to  service  to  a
          securitization  documents;  (ii)  service  on  a "Scheduled/Scheduled"
          reporting  basis  (advancing  through  the  liquidation  of  an  REO
          Property),  (iii)  make  compensating interest payments on payoffs and
          (iv)  remit  and  report  to a master servicer in format acceptable to
          such  master  servicer  by  the  10th  calendar  day  of  each  month.
     -    The  Company  shall  provide  an  acceptable  annual  certification
          (officer's  certificate)  to  the  master servicer (as required by the
          Sarbanes-Oxley Act of 2002) as well as any other annual certifications
          required under the securitization documents (i.e. the annual statement
          as  to  compliance/annual  independent  certified  public accountants'
          servicing  report  due  by  March  1st  of  each  year).
     -    The  Company  shall  allow  for  the Purchaser, the master servicer or
          their designee to perform a review of audited financials and net worth
          of  PHH.
     -    The  Company  shall  provide  information on each Custodial Account as
          requested  by the master servicer or the Purchaser, and each Custodial
          Accounts  shall  comply with the requirements for such accounts as set
          forth  in  the  securitization  documents.
     -    The Company shall maintain its servicing system in accordance with the
          requirements  of  the  master  servicer.

     (dd)     The Agreement is hereby amended effective as of the date hereof by
adding  the  following  new  Exhibit  L:

                                    EXHIBIT L
                                    ---------

                            SUMMARY OF REGULATION AB

                               SERVICING CRITERIA

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

ITEM  1122(D)

     (a)     General  servicing  considerations.

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

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

          (3)     Any  requirements  in the transaction agreements to maintain a
back-up  servicer  for  the  mortgage  loans  are  maintained.

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

     (b)     Cash  collection  and  administration.

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

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

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

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

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

          (6)     Unissued  checks are safeguarded so as to prevent unauthorized
access.

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

     (c)     Investor  remittances  and  reporting.

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

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

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

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

     (d)     Mortgage  Loan  administration.

          (1)     Collateral  or  security  on  mortgage  loans is maintained as
required  by  the  transaction  agreements  or  related mortgage loan documents.

          (2)     Mortgage  loan  and  related  documents  are  safeguarded  as
required  by  the  transaction  agreements.

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

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

          (5)     The Servicer's records regarding the mortgage loans agree with
the  Servicer's  records  with respect to an obligor's unpaid principal balance.

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

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

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

          (9)     Adjustments  to interest rates or rates of return for mortgage
loans  with  variable  rates  are  computed  based  on the related mortgage loan
documents.

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

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

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

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

          (14)     Delinquencies,  charge-offs  and  uncollectable  accounts are
recognized  and  recorded  in  accordance  with  the  transaction  agreements.

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

     (ee)     The Agreement is hereby amended effective as of the date hereof by
adding  the  following  new  Exhibit  M:

                                    EXHIBIT M
                                    ---------

                SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS

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

ITEM  1105(A)(1)-(3)  AND  (C)

     -Provide  static  pool information with respect to mortgage loans that were
originated  or  purchased  by PHH and which are of the same type as the Mortgage
Loans.

     -Provide static pool information regarding delinquencies, cumulative losses
and  prepayments  for  prior  securitized  pools  of  PHH.

     -If  PHH  has  less than 3 years experience securitizing assets of the same
type  as  the  Mortgage  Loans,  provide  the static pool information by vintage
origination  years regarding loans originated or purchased by PHH, instead of by
prior  securitized  pool.  A  vintage origination year represents mortgage loans
originated  during  the  same  year.

     -Such  static pool information shall be for the prior five years, or for so
long  as  PHH has been originating or purchasing (in the case of data by vintage
origination  year)  or  securitizing  (in  the case of data by prior securitized
pools)  such  mortgage  loans  if  for  less  than  five  years.

     -The  static  pool  information  for each vintage origination year or prior
securitized  pool,  as applicable, shall be presented in monthly increments over
the life of the mortgage loans included in the vintage origination year or prior
securitized  pool.

     -Provide  summary information for the original characteristics of the prior
securitized  pools  or  vintage  origination  years, as applicable and material,
including:  number  of  pool  assets,  original  pool  balance, weighted average
initial  loan  balance,  weighted  average  mortgage  rate, weighted average and
minimum  and  maximum  FICO,  product  type,  loan purpose, weighted average and
minimum  and maximum LTV, distribution of loans by mortgage rate, and geographic
concentrations  of  5%  or  more.

ITEM  1108(B)  AND  (C)

     Provide  the  following information with respect to each servicer that will
service,  including  interim  service,  20% or more of the mortgage loans in any
loan  group  in  the  securitization  issued  in  the  Pass-Through  Transfer:

     -a description of PHH's form of organization;

     -a  description  of  how  long  PHH has been servicing residential mortgage
loans;  a general discussion of PHH's experience in servicing assets of any type
as well as a more detailed discussion of PHH's experience in, and procedures for
the  servicing  function  it  will  perform  under  this  Agreement  and  any
Reconstitution  Agreements;  information  regarding  the  size,  composition and
growth  of PHH's portfolio of mortgage loans of the type similar to the Mortgage
Loans  and  information  on  factors  related to PHH that may be material to any
analysis  of  the  servicing  of  the Mortgage Loans or the related asset-backed
securities,  as  applicable,  including whether any default or servicing related
performance  trigger  has occurred as to any other securitization due to any act
or  failure  to  act  of PHH, whether any material noncompliance with applicable
servicing criteria as to any other securitization has been disclosed or reported
by  PHH,  and  the  extent  of  outsourcing  PHH  uses;

     -a  description  of any material changes to PHH's policies or procedures in
the  servicing  function  it  will  perform  under  this  Agreement  and  any
Reconstitution Agreements for mortgage loans of the type similar to the Mortgage
Loans  during  the  past  three  years;

     -information  regarding  PHH's financial condition to the extent that there
is a material risk that the effect on one or more aspects of servicing resulting
from such financial condition could have a material impact on the performance of
the  securities issued in the Pass-Through Transfer, or on servicing of mortgage
loans  of  the  same  asset  type  as  the  Mortgage  Loans;

     -any special or unique factors involved in servicing loans of the same type
as  the  Mortgage  Loans, and PHH's processes and procedures designed to address
such  factors;

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

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

ITEM  1110(A)

     -Identify  any  originator  or  group  of  affiliated  originators  that
originated,  or  is  expected to originate, 10% or more of the mortgage loans in
any  loan  group  in  the  securitization  issued  in the Pass-Through Transfer.

ITEM  1110(B)

     Provide  the  following information with respect to any originator or group
of  affiliated  originators that originated, or is expected to originate, 20% or
more of the mortgage loans in any loan group in the securitization issued in the
Pass-Through  Transfer:

     -PHH's form of organization; and

     -a  description  of  PHH's  origination  program  and how long PHH has been
engaged  in  originating  residential  mortgage  loans,  which  description must
include  a  discussion  of PHH's experience in originating mortgage loans of the
same  type  as  the  Mortgage  Loans  and  information  regarding  the  size and
composition  of  PHH's  origination portfolio as well as information that may be
material  to an analysis of the performance of the Mortgage Loans, such as PHH's
credit-granting  or underwriting criteria for mortgage loans of the same type as
the  Mortgage  Loans.

ITEM  1117

     -describe  any  legal proceedings pending against PHH or against any of its
property,  including  any  proceedings  known to be contemplated by governmental
authorities, that may be material to the holders of the securities issued in the
Pass-Through  Transfer.

ITEM  1119(A)

     -describe  any  affiliations  of PHH, each other originator of the Mortgage
Loans and each Subservicer with the sponsor, depositor, issuing entity, trustee,
any  originator,  any  other  servicer,  any significant obligor, enhancement or
support  provider  or  any  other  material  parties related to the Pass-Through
Transfer.

ITEM  1119(B)

     -describe any business relationship, agreement, arrangement, transaction or
understanding  entered  into  outside  of  the ordinary course of business or on
terms other than those obtained in an arm's length transaction with an unrelated
third  party,  apart  from  the  Pass-Through  Transfer, between PHH, each other
originator  of  the  Mortgage  Loans  and  each Subservicer, or their respective
affiliates,  and  the  sponsor,  depositor or issuing entity or their respective
affiliates, that exists currently or has existed during the past two years, that
may  be material to the understanding of an investor in the securities issued in
the  Pass-Through  Transfer.

ITEM  1119(C)

     -describe any business relationship, agreement, arrangement, transaction or
understanding  involving  or  relating to the Mortgage Loans or the Pass-Through
Transfer,  including  the material terms and approximate dollar amount involved,
between  PHH,  each other originator of the Mortgage Loans and each Subservicer,
or  their  respective affiliates and the sponsor, depositor or issuing entity or
their  respective  affiliates,  that  exists currently or has existed during the
past  two  years.

     (ff)     The Agreement is hereby amended effective as of the date hereof by
adding  the  following  new  Exhibit  N:


(page)
                                    EXHIBIT N
                                    ---------

         SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     The assessment of compliance to be delivered by [PHH] [Name of Subservicer]
shall  address,  at  a  minimum, the criteria identified as below as "Applicable
Servicing  Criteria":

<TABLE>
<CAPTION>
----------------  -----------------------------------------------------------------------------------  ----------
                                                                                                       APPLICABLE
                                                                                                       SERVICING
                               SERVICING CRITERIA                                                       CRITERIA
----------------  -----------------------------------------------------------------------------------  ----------
   REFERENCE                                       CRITERIA
----------------  -----------------------------------------------------------------------------------  ----------
<S>               <C>                                                                                  <C>
                                        GENERAL SERVICING CONSIDERATIONS
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(1)(i)     Policies and procedures are instituted to monitor any performance or other                X
                  triggers and events of default in accordance with the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(1)(ii)    If any material servicing activities are outsourced to third parties, policies and        X
                  procedures are instituted to monitor the third party's performance and
                  compliance with such servicing activities.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(1)(iii)   Any requirements in the transaction agreements to maintain a back-up
                  servicer for the mortgage loans are maintained.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(1)(iv)    A fidelity bond and errors and omissions policy is in effect on the party                 X
                  participating in the servicing function throughout the reporting period in the
                  amount of coverage required by and otherwise in accordance with the terms
                  of the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
                                      CASH COLLECTION AND ADMINISTRATION
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(2)(i)     Payments on mortgage loans are deposited into the appropriate custodial                   X
                  bank accounts and related bank clearing accounts no more than two
                  business days following receipt, or such other number of days specified in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(2)(ii)    Disbursements made via wire transfer on behalf of an obligor or to an investor            X
                  are made only by authorized personnel.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(2)(iii)   Advances of funds or guarantees regarding collections, cash flows or                      X
                  distributions, and any interest or other fees charged for such advances, are
                  made, reviewed and approved as specified in the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(2)(iv)    The related accounts for the transaction, such as cash reserve accounts or                X
                  accounts established as a form of overcollateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(2)(v)     Each custodial account is maintained at a federally insured depository                    X
                  institution as set forth in the transaction agreements. For purposes of this
                  criterion, "federally insured depository institution" with respect to a foreign
                  financial institution means a foreign financial institution that meets the
                  requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(2)(vi)    Unissued checks are safeguarded so as to prevent unauthorized access.                     X
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(2)(vii)   Reconciliations are prepared on a monthly basis for all asset-backed                      X
                  securities related bank accounts, including custodial accounts and related
                  bank clearing accounts. These reconciliations are (A) mathematically
                  accurate; (B) prepared within 30 calendar days after the bank statement
                  cutoff date, or such other number of days specified in the transaction
                  agreements; (C) reviewed and approved by someone other than the person
                  who prepared the reconciliation; and (D) contain explanations for reconciling
                  items. These reconciling items are resolved within 90 calendar days of their
                  original identification, or such other number of days specified in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
                                     INVESTOR REMITTANCES AND REPORTING                                     X
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(3)(i)     Reports to investors, including those to be filed with the Commission, are                X
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with the terms
                  specified in the transaction agreements; (C) are filed with the Commission as
                  required by its rules and regulations; and (D) agree with investors' or the
                  trustee's records as to the total unpaid principal balance and number of
                  mortgage loans serviced by the Servicer.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(3)(ii)    Amounts due to investors are allocated and remitted in accordance with                    X
                  timeframes, distribution priority and other terms set forth in the transaction
                  agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(3)(iii)   Disbursements made to an investor are posted within two business days to                  X
                  the Servicer's investor records, or such other number of days specified in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(3)(iv)    Amounts remitted to investors per the investor reports agree with cancelled               X
                  checks, or other form of payment, or custodial bank statements.
----------------  -----------------------------------------------------------------------------------  ----------
                  POOL ASSET ADMINISTRATION                                                                 X
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(i)     Collateral or security on mortgage loans is maintained as required by the                 X
                  transaction agreements or related mortgage loan documents.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(ii)    Mortgage loan and related documents are safeguarded as required by the                    X
                  transaction agreements
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(iii)   Any additions, removals or substitutions to the asset pool are made, reviewed             X
                  and approved in accordance with any conditions or requirements in the
                  transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(iv)    Payments on mortgage loans, including any payoffs, made in accordance                     X
                  with the related mortgage loan documents are posted to the Servicer's obligor
                  records maintained no more than two business days after receipt, or such
                  other number of days specified in the transaction agreements, and allocated
                  to principal, interest or other items (e.g., escrow) in accordance with the
                  related mortgage loan documents.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(v)     The Servicer's records regarding the mortgage loans agree with the                        X
                  Servicer's records with respect to an obligor's unpaid principal balance.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(vi)    Changes with respect to the terms or status of an obligor's mortgage loans                X
                  (e.g., loan modifications or re-agings) are made, reviewed and approved by
                  authorized personnel in accordance with the transaction agreements and
                  related pool asset documents.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(vii)   Loss mitigation or recovery actions (e.g., forbearance plans, modifications               X
                  and deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance with the
                  timeframes or other requirements established by the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(viii)  Records documenting collection efforts are maintained during the period a                 X
                  mortgage loan is delinquent in accordance with the transaction agreements.
                  Such records are maintained on at least a monthly basis, or such other period
                  specified in the transaction agreements, and describe the entity's activities in
                  monitoring delinquent mortgage loans including, for example, phone calls,
                  letters and payment rescheduling plans in cases where delinquency is
                  deemed temporary (e.g., illness or unemployment).
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(ix)    Adjustments to interest rates or rates of return for mortgage loans with                  X
                  variable rates are computed based on the related mortgage loan documents.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(x)     Regarding any funds held in trust for an obligor (such as escrow accounts):               X
                  (A) such funds are analyzed, in accordance with the obligor's mortgage loan
                  documents, on at least an annual basis, or such other period specified in the
                  transaction agreements; (B) interest on such funds is paid, or credited, to
                  obligors in accordance with applicable mortgage loan documents and state
                  laws; and (C) such funds are returned to the obligor within 30 calendar days
                  of full repayment of the related mortgage loans, or such other number of days
                  specified in the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(xi)    Payments made on behalf of an obligor (such as tax or insurance payments)                 X
                  are made on or before the related penalty or expiration dates, as indicated on
                  the appropriate bills or notices for such payments, provided that such support
                  has been received by the servicer at least 30 calendar days prior to these
                  dates, or such other number of days specified in the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(xii)   Any late payment penalties in connection with any payment to be made on                   X
                  behalf of an obligor are paid from the servicer's funds and not charged to the
                  obligor, unless the late payment was due to the obligor's error or omission.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(xiii)  Disbursements made on behalf of an obligor are posted within two business                 X
                  days to the obligor's records maintained by the servicer, or such other
                  number of days specified in the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(xiv)   Delinquencies, charge-offs and uncollectible accounts are recognized and                 X
                  recorded in accordance with the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------
1122(d)(4)(xv)    Any external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set forth in the
                  transaction agreements.
-----------------------------------------------------------------------------------------------------------------
</TABLE>


                                         [NAME OF COMPANY] [NAME OF SUBSERVICER]

                                         Date:
                                              -----------------------------

                                         By:
                                              -----------------------------
                                         Name:
                                         Title:

(gg)   The Agreement is hereby amended effective as of the date hereof by adding
the  following  new  Exhibit  O:

                                    EXHIBIT O
                                    ---------

                  REPORTING DATA FOR REALIZED LOSSES AND GAINS

          CALCULATION OF REALIZED LOSS/GAIN FORM 332- INSTRUCTION SHEET


NOTE:  Do  not  net  or  combine  items.  Show all expenses individually and all
credits  as separate line items. Claim packages are due on the remittance report
date. Late submissions may result in claims not being passed until the following
month.  The Servicer is responsible to remit all funds pending loss approval and
/or  resolution  of  any  disputed  items.


The  numbers  on  the  332  form  correspond  with  the  numbers  listed  below.
LIQUIDATION  AND  ACQUISITION  EXPENSES:
----------------------------------------

1.   The  Actual  Unpaid  Principal  Balance  of  the  Mortgage  Loan.  For
     documentation,  an  Amortization  Schedule  from  date  of  default through
     liquidation  breaking  out  the net interest and servicing fees advanced is
     required.

2.   The  Total  Interest  Due  less  the aggregate amount of servicing fee that
     would  have been earned if all delinquent payments had been made as agreed.
     For  documentation,  an  Amortization Schedule from date of default through
     liquidation  breaking  out  the net interest and servicing fees advanced is
     required.

3.   Accrued  Servicing  Fees  based upon the Scheduled Principal Balance of the
     Mortgage  Loan  as  calculated  on  a  monthly basis. For documentation, an
     Amortization Schedule from date of default through liquidation breaking out
     the  net  interest  and  servicing  fees  advanced  is  required.

4-12. Complete as applicable. Required documentation:

     *  For  taxes  and  insurance advances - see page 2 of 332 form - breakdown
     required  showing  period

     of coverage, base tax, interest, penalty. Advances prior to default require
     evidence  of  servicer  efforts  to  recover  advances.

     *  For  escrow  advances  -  complete  payment  history

     (to  calculate  advances  from  last  positive  escrow  balance  forward)

     * Other expenses - copies of corporate advance history showing all payments

     *  REO  repairs  >  $1500  require  explanation

     *  REO  repairs  >$3000  require  evidence  of  at  least  2  bids.

     *  Short  Sale  or Charge Off require P&L supporting the decision and WFB's
     approved  Officer  Certificate

     *  Unusual  or  extraordinary  items  may  require  further  documentation.

13.  The total of lines 1 through 12.


(E)     CREDITS:
        --------
14-21. Complete as applicable. Required documentation:

     *  Copy  of  the  HUD  1  from  the  REO  sale.  If  a  3rd Party Sale, bid
     instructions  and  Escrow  Agent  /  Attorney

      Letter  of  Proceeds  Breakdown.

     *  Copy  of  EOB  for  any  MI  or  gov't  guarantee

     *  All  other  credits  need  to  be  clearly  defined  on  the  332  form


22.  The total of lines 14 through 21.


Please  Note:     For  HUD/VA  loans, use line (18a) for Part A/Initial proceeds
------------
                  and line (18b) for Part B/Supplemental proceeds.


TOTAL  REALIZED  LOSS  (OR  AMOUNT  OF  ANY  GAIN)
--------------------------------------------------
23.  The  total  derived  from  subtracting  line  22  from  13.  If  the amount
     represents  a  realized  gain,  show  the  amount  in  parenthesis  (  ).


                   CALCULATION OF REALIZED LOSS/GAIN FORM 332


     Prepared  by:  __________________               Date:  _______________
     Phone:  ______________________   Email  Address:_____________________

----------------------  ------------------   ---------------------
Servicer Loan No.       Servicer Name       Servicer Address



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

     WELLS  FARGO  BANK,  N.A.  LOAN  NO._____________________________

     Borrower's  Name: _________________________________________________________
     Property Address: _________________________________________________________

     LIQUIDATION TYPE:   REO SALE    3RD PARTY SALE    SHORT SALE    CHARGE OFF

     WAS THIS LOAN GRANTED A BANKRUPTCY DEFICIENCY OR CRAMDOWN       YES      NO
     If "Yes", provide deficiency or cramdown amount ___________________________

<TABLE>
<CAPTION>
LIQUIDATION AND ACQUISITION EXPENSES:
<S>                                                             <C>
     (1)     Actual Unpaid Principal Balance of Mortgage Loan   $__________(1)
     (2)     Interest accrued at Net Rate                        __________(2)
     (3)     Accrued Servicing Fees                              __________(3)
     (4)     Attorney's Fees                                     __________(4)
     (5)     Taxes (see page 2)                                  __________(5)
     (6)     Property Maintenance                                __________(6)
     (7)     MI/Hazard Insurance Premiums (see page 2)           __________(7)
     (8)     Utility Expenses                                    __________(8)
     (9)     Appraisal/BPO                                       __________(9)
     (10)    Property Inspections                                __________(10)
     (11)    FC Costs/Other Legal Expenses                       __________(11)
     (12)    Other (itemize)                                     __________(12)
             Cash for Keys_____________________________          __________(12)
             HOA/Condo Fees____________________________          __________(12)
             __________________________________________          __________(12)

             TOTAL EXPENSES                                     $__________(13)
     CREDITS:
     (14)    Escrow Balance                                     $__________(14)
     (15)    HIP Refund                                          __________(15)
     (16)    Rental Receipts                                     __________(16)
     (17)    Hazard Loss Proceeds                                __________(17)
     (18)    Primary Mortgage Insurance / Gov't Insurance        __________(18a) HUD Part A
                                                                 __________(18b) HUD Part B
     (19)    Pool Insurance Proceeds                             __________(19)
     (20)    Proceeds from Sale of Acquired Property             __________(20)
     (21)    Other (itemize)                                     __________(21)
     __________________________________________________          __________(21)

             TOTAL CREDITS                                      $__________(22)
     TOTAL REALIZED LOSS (OR AMOUNT OF GAIN)                    $__________(23)
</TABLE>


ESCROW  DISBURSEMENT  DETAIL


<TABLE>
<CAPTION>
--------------------------------------------------------------------------
TYPE         DATE PAID  PERIOD OF  TOTAL PAID   BASE   PENALTIES  INTEREST
                        COVERAGE               AMOUNT
(TAX /INS.)
-----------  ---------  ---------  ----------  ------  ---------  --------
<S>          <C>        <C>        <C>         <C>     <C>        <C>

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

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

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

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

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

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

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

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

--------------------------------------------------------------------------
</TABLE>


     11.     Notice  Addresses.

     If  to  the  Assignee:

     U.S.  Bank  National  Association  (Trustee)
     One  Federal  Street,  3rd  Floor
     Boston,  Massachusetts  02110
     Attention:  Corporate  Trust  Services  -  BSABS  I  2006-AC1
     Telecopy:  (617)  603-6638

     If  to  the  Assignor:

     EMC  Mortgage  Corporation
     MacArthur  Ridge  II
     909  Hidden  Ridge  Drive,  Suite  200
     Irving,  Texas  75038
     Attention:  Ralene  Ruyle
     Telecopy:  (972)  444-2810

     With  a  copy  to:

     Bear  Stearns  Mortgage  Capital  Corporation
     383  Madison  Avenue
     New  York,  New  York  10179
     Attention:  Ernie  Calabrese

     If  to  PHH:

     PHH  Mortgage  Corporation
     3000  Leadenhall  Road
     Mail  Stop:  SV04
     Mt.  Laurel,  New  Jersey  08054
     Attention:  Jack  Webb

     If  to  Bishop's  Gate:

     Bishop's  Gate  Residential  Mortgage  Trust
     c/o  PHH  Mortgage  Corporation
     3000  Leadenhall  Road
     Mail  Stop:  SV04
     Mt.  Laurel,  New  Jersey  08054
     Attention:  Bill  Fricke

     If  to  the  Master  Servicer:

     Wells Fargo Bank, N.A.
     P.O. Box 98
     Columbia, Maryland 21046

     or,  if  by  overnight  delivery  to:

     9062 Old Annapolis Road
     Columbia, Maryland 21045,
     Attention: Client Manager BSABS I 2006-
     AC1
     Telecopier No.: (410) 715-2380

     12.     This  AAR  Agreement  shall  be  construed  in  accordance with the
substantive  laws  of  the State of New York (without regard to conflict of laws
principles)  and  the  obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws, except to the extent preempted
by  federal  law.

     13.     From and after the date hereof, PHH as servicer shall recognize the
Assignee  as  the owner of the Mortgage Loans, and PHH will service the Mortgage
Loans  in  accordance  with the Purchase, Warranties and Servicing Agreement for
the  benefit  of  the  Assignee,  and  shall  look  solely  to  the Assignee for
performance  of  the obligations of Purchaser under the Purchase, Warranties and
Servicing Agreement with respect to the Mortgage Loans.  From and after the date
hereof, the Assignee shall recognize PHH and Bishop's Gate as the seller and PHH
as  the  servicer  of  the  Mortgage  Loans,  and  shall  look solely to PHH for
performance  of the obligations of the Seller under the Purchase, Warranties and
Servicing  Agreement  with  respect  to  the  Mortgage  Loans.

     14.     This AAR Agreement shall inure to the benefit of the successors and
assigns  of  the  parties hereto.  Any entity into which PHH, Bishop's Gate, the
Assignor  or  the  Assignee  may  be  merged  or consolidated shall, without the
requirement  for any further writing, be deemed PHH, Bishop's Gate, the Assignor
or  the  Assignee,  respectively,  hereunder.

     15.     No  term  or  provision  of  this  AAR  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.

     16.     This  AAR  Agreement  shall  survive the conveyance of the Mortgage
Loans  and the assignment of the Purchase, Warranties and Servicing Agreement to
the  extent  of  the  Mortgage  Loans  by  the  Assignor to the Assignee and the
termination  of  the  Purchase,  Warranties  and  Servicing  Agreement.

     17.     This  AAR Agreement may be executed simultaneously in any number of
counterparts,  each of which counterparts shall be deemed to be an original, and
such  counterparts  shall  constitute  and  be  one  and  the  same  instrument.


                         [SIGNATURES ON FOLLOWING PAGE]


(page)
     IN WITNESS WHEREOF, the parties have caused this Assignment, Assumption and
Recognition Agreement to be executed by their duly authorized officers as of the
date  first  above  written.

EMC MORTAGE CORPORATION           U.S. BANK NATIONAL ASSOCIATION, NOT
THE ASSIGNOR                      INDIVIDUALLY BUT SOLELY AS THE TRUSTEE FOR THE
                                  HOLDERS OF THE BEAR STEARNS ASSET BACKED
                                  SECURITIES I TRUST  2006-AC1, ASSET-BACKED
                                  CERTIFICATES, SERIES 2006-AC1
                                  THE ASSIGNEE

By:                               By:
   ----------------------------      ----------------------------------
Name:                             Name:   Maryellen Hunter
    ---------------------------        --------------------------------

Title:                            Title:  Assistant Vice President
      -------------------------         -------------------------------


PHH MORTGAGE CORPORATION          BISHOP'S GATE RESIDENTIAL
                                  MORTGAGE TRUST
                                  By: PHH Mortgage Corporation, as
                                  Administrator

By:                               By:
   ----------------------------      ----------------------------------
Name:                             Name:   Maryellen Hunter
    ---------------------------        --------------------------------

Title:                            Title:  Assistant Vice President
      -------------------------         -------------------------------


ACKNOWLEDGED  AND  AGREED
WELLS FARGO BANK, N.A.


By:
   ----------------------------
Name:    Jennifer Richardson
    ---------------------------
Title: Assistant Vice President
      -------------------------


(page)
                                   EXHIBIT A:
                                    ---------

                             Mortgage Loan Schedule

                            (AVAILABLE UPON REQUEST)


(page)
                                   EXHIBIT B:
                                   ----------

1.   Purchase, Warranties and Servicing Agreement, dated as of October 23, 2001,
     as  amended.