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:  333-125422-56

       Bear Stearns Asset Backed Securities I Trust 2006-SD1
       (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                                          54-2195568
  (State or other jurisdiction of                   54-2195569
  incorporation or organization)                    (I.R.S. Employer
                                                    Identification No.)


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


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


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

        NONE.


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

        NONE.


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

        Yes  ___     No  X


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

        Yes  ___     No  X


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

        Yes  X       No  ___


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

        Not applicable.


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


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


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

        Yes  ___     No  X


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

        Not applicable.


     Documents Incorporated by Reference

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

        Not applicable.


                                   PART I
  Item 1.  Business.

            Omitted.


  Item 1A.  Risk Factors.

            Omitted.


  Item 1B.  Unresolved Staff Comments.

            None.


  Item 2.  Properties.

            Omitted.


  Item 3.  Legal Proceedings.

            Omitted.


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

            Omitted.


                                PART II

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

            Omitted.


  Item 6.  Selected Financial Data.

            Omitted.


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

            Omitted.


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

            Omitted.


  Item 8.  Financial Statements and Supplementary Data.

            Omitted.


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

            Omitted.


  Item 9A. Controls and Procedures.

            Omitted.


  Item 9A(T). Controls and Procedures.

            Omitted.


  Item 9B. Other Information.

            None.


                                PART III

  Item 10. Directors, Executive Officers and Corporate Governance.

            Omitted.


  Item 11. Executive Compensation.

            Omitted.

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

            Omitted.


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

            Omitted.


  Item 14. Principal Accounting Fees and Services.

            Omitted.



                ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

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

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


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



             None.



  Item 1117 of Regulation AB, Legal Proceedings.

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



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


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


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


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


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


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

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

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

               Although each servicing criterion required by Item 1122(d) of
               Regulation AB is addressed in one or more of the Assessments of
               Compliance with Servicing Criteria and related Attestation
               Reports included with this report, the Servicers', Wells Fargo
               Bank NA (as servicer) and Wells Fargo Bank NA (as master
               servicer), Assessments of Compliance and related Attestation
               Reports did not address each of the servicing criteria that the
               Servicers were required to address under the terms of the related
               Servicing Agreements. The Servicers have not identified such
               failure to provide an Assessment and Attestation for these items
               as a material failure to fulfill its obligations under the
               related servicing agreements in the Servicer's Compliance
               Statements provided under Item 1123 of Regulation AB, because the
               Servicers assert that those items are not applicable to the
               Servicers.





  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 February 1, 2006, among
          Bear Stearns Asset Backed Securities I LLC, as depositor, Wells Fargo
          Bank, National Association, as master servicer and as securities
          administrator, EMC Mortgage Corporation, as seller and servicer, and
          JPMorgan Chase Bank, N.A., as trustee (As previously filed on Form
          8-K filed on March 30, 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
          December 5, 2006, among Bear Stearns Asset Backed Securities I LLC,
          as depositor, Wells Fargo Bank, National Association, as master
          servicer and as securities administrator, EMC Mortgage Corporation,
          as sponsor, and The Bank of New York, as successor to JP Morgan Chase
          Bank, N.A., as trustee (As previously filed on Form 8-K filed on
          January 04, 2007 and is hereby incorporated by reference into this
          report on Form 10-K).

   (10.1) Seller's Warranties and Servicing Agreement, dated as of December 1,
          2005 among EMC Mortgage Corporation as purchaser and Wells Fargo Bank,
          N.A. as company

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


     (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) Bank of America, National Association, as Servicer <F1>
      c) EMC Mortgage Corporation, as Servicer <F1>
      d) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation <F1>
      e) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.  <F1>
      f) Wells Fargo Bank, N.A., as Servicer <F1>
      g) Wells Fargo Bank, N.A., as Master Servicer <F1>
      h) Wells Fargo Bank, N.A., as Securities Administrator <F1>
      i) Wells Fargo Bank, N.A., as Custodian <F1>
      j) 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) Bank of America, National Association, as Servicer <F1>
      c) EMC Mortgage Corporation, as Servicer <F1>
      d) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation  <F1>
      e) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.  <F1>
      f) Wells Fargo Bank, N.A., as Servicer <F1>
      g) Wells Fargo Bank, N.A., as Master Servicer <F1>
      h) Wells Fargo Bank, N.A., as Securities Administrator <F1>
      i) Wells Fargo Bank, N.A., as Custodian <F1>
      j) 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  <F2>
      b) Bank of America, National Association, as Servicer <F1>
      c) EMC Mortgage Corporation, as Servicer <F1>
      d) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation  <F2>
      e) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.  <F2>
      f) Wells Fargo Bank, N.A., as Servicer <F1>
      g) Wells Fargo Bank, N.A., as Master Servicer <F1>
      h) Wells Fargo Bank, N.A., as Securities Administrator <F1>
      i) Wells Fargo Bank, N.A., as Custodian <F2>
      j) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A. <F2>

      </TABLE>

   (b) Not applicable.

   (c) Omitted.


  <F1> Filed herewith.

  <F2> 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-SD1
    (Issuing Entity)

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

    /s/ Dawn Hammond
    Dawn Hammond, Vice President

    Date: April 1, 2007


  Exhibit Index

  Exhibit No.

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

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



      <TABLE>

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

      </TABLE>

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

      <TABLE>

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

      </TABLE>

     (35) Servicer compliance statement.

      <TABLE>

      
         <c>
      b) Bank of America, National Association, as Servicer
      c) EMC Mortgage Corporation, as Servicer
      f) Wells Fargo Bank, N.A., as Servicer
      g) Wells Fargo Bank, N.A., as Master Servicer
      h) 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-SD1
     (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:
     Bank of America, N.A. as Servicer and EMC Mortgage Corporation as
     Servicer.

     Dated: April 1, 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 (b)
(logo) Bank of America

Bank of America
475 CrossPoint Parkway
PO Box 9000
Getzville, NY 14068-9000

Report on Assessment of Compliance with Servicing Criteria

1.   BANK OF AMERICA, N.A. 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 ending December 31, 2006
     (the "Reporting Period"), as set forth in Appendix A hereto. The
     transactions covered by this report include asset-backed securities for
     which BANK OF AMERICA, N.A. acted as servicer involving residential
     mortgage loans, other than government sponsored entities, housing agencies,
     foreign transactions or transactions that do not have scheduled interest
     and/or scheduled principal remittance schedules as outlined in their
     respective transaction agreements. (the "Platform");

2.   BANK OF AMERICA, N.A. has engaged certain vendors (the "Vendors"), none of
     whom are considered a "servicer" as defined in Item 1101(j) of Regulation
     AB, to perform specific, limited or scripted activities, and BANK OF
     AMERICA, N.A. elects to take responsibility for assessing compliance with
     the servicing criteria or portion of the servicing criteria applicable to
     such Vendors' activities as set forth in Appendix A hereto;

3.   Except as set forth in paragraph 4 below, BANK OF AMERICA, N.A. used the
     criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess
     the compliance with the applicable servicing criteria as of December 31,
     2006 and for the Reporting Period with respect to the Platform;

4.   The criteria listed in the column titled "Inapplicable Servicing Criteria"
     on Appendix A hereto are inapplicable to BANK OF AMERICA, N.A. based on the
     activities it performs with respect to the Platform;

5.   BANK OF AMERICA, N.A. 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;

6.   BANK OF AMERICA, N.A. has not identified and is not aware of any material
     instance of noncompliance by the Vendors with the applicable servicing
     criteria as of December 31, 2006 and for the Reporting Period with respect
     to the Platform taken as a whole;

7.   BANK OF AMERICA, N.A. has not identified any material deficiency in its
     policies and procedures to monitor the compliance by Vendors with the
     applicable servicing criteria as of December 31, 2006 and for the Reporting
     Period with respect to the Platform taken as a whole; and

8.   PricewaterhouseCoopers LLP, an independent registered public accounting
     firm has issued an attestation report on BANK OF AMERICA, N.A.'s assessment
     of compliance with the applicable servicing criteria for the Reporting
     Period.

March 1, 2007

BANK OF AMERICA, N.A.

By: /s/ H. Randall Chestnut
Name:  H. Randall Chestnut
Title: Senior Vice President


(page)


APPENDIX A

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






                                                                                                                   INAPPLICABLE
                                                                                            APPLICABLE               SERVICING
                                     SERVICING CRITERIA                                 SERVICING CRITERIA            CRITERIA

                                                                                                    Performed
                                                                                                       by
                                                                                                    Vendor(s)
                                                                                    Performed       for which
                                                                                    Directly         BANK OF
                                                                                       by            AMERICA,
                                                                                     BANK OF       N.A. is the
                                                                                     AMERICA,      Responsible
Reference                                 Criteria                                     N.A.           Party

                                General Servicing Considerations

1122(d)(1)(i)    Policies and procedures are instituted to monitor any
                 performance or other triggers and events of default in                 X
                 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         X
                 third party's performance and compliance with such servicing
                 activities.

1122(d)(1)(iii)  Any requirements in the transaction agreements to maintain                                               X
                 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              X
                 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          X
                 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        X^i             X^ii
                 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         X
                 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           X
                 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            X
                 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          X
                 access.

</TABLE>


(page)


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

                                                                                                                   INAPPLICABLE
                                                                                            APPLICABLE               SERVICING
                                     SERVICING CRITERIA                                 SERVICING CRITERIA            CRITERIA

                                                                                                    Performed
                                                                                                       by
                                                                                                    Vendor(s)
                                                                                    Performed       for which
                                                                                    Directly         BANK OF
                                                                                       by            AMERICA,
                                                                                     BANK OF       N.A. is the
                                                                                     AMERICA,      Responsible
Reference                                 Criteria                                     N.A.           Party

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              X
                 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       X^iii
                 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       X^iv
                 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       X
                 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          X
                 statements.

                                Pool Asset Administration

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

1122(d)(4)(ii)   Mortgage loan and related documents are safeguarded as required        X
                 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       X
                 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              X^v             X^vi
                 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       X
                 balance.

</TABLE>


(page)


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

                                                                                                                   INAPPLICABLE
                                                                                            APPLICABLE               SERVICING
                                     SERVICING CRITERIA                                 SERVICING CRITERIA            CRITERIA

                                                                                                    Performed
                                                                                                       by
                                                                                                    Vendor(s)
                                                                                    Performed       for which
                                                                                    Directly         BANK OF
                                                                                       by            AMERICA,
                                                                                     BANK OF       N.A. is the
                                                                                     AMERICA,      Responsible
Reference                                 Criteria                                     N.A.           Party

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                 X
                 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         X
                 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           X
                 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            X
                 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        X
                 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       X^vii           X^viii
                 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        X^ix            X^x
                 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           X^xi            X^xii
                 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             X
                 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               X
                 maintained as set forth in the transaction agreements.

</TABLE>


(page)


i Bank of America, N.A. under criterion 1122(d)(2)(ii) makes authorized
disbursements on behalf of an obligor for escrowed amounts and to investors for
their disbursements except for specific, limited instances the tax monitoring
vendors make disbursements on behalf of an obligor.

ii Under criterion 1122(d)(2)(ii), in specific, limited instances the tax
monitoring vendors make disbursements on behalf of an obligor.

iii Criterion under 1122(d)(3)(i)(b) are performed either by Bank of America,
N.A. or another participant in the servicing function as described in the
transaction agreements. Criterion under 1122(d)(3)(i)(a), (c) and (d) are
performed by another party participating in the servicing function as described
in the transaction agreements.

iv Under criterion 1122(d)(3)(ii) remittances may be made either directly to
the investor by Bank of America, N.A. or another participant in the servicing
function as described in the transaction agreements. Another party participating
in the servicing function is responsible for allocations and distribution
priorities as described in the transaction agreements.

v Bank of America, N.A. performs the entire criterion 1122(d)(4)(iv) except for
the lockbox function, which is a specific, limited activity performed by a
vendor.

vi A vendor performs only the lockbox function for criterion 1122(d)(4)(iv).

vii Bank of America, N.A. performs all of the functions under criterion
1122(d)(4)(xi) except for specific, limited tax and insurance monitoring and
disbursement activity performed by vendors.

viii A vendor performs specific, limited tax and insurance monitoring and
disbursement functions for criterion 1122(d)(4)(xi).

ix Bank of America, N.A. performs all of the functions under criterion
1122(d)(4)(xii) except for specific, limited tax and insurance monitoring and
disbursement activity performed by vendors.

x A vendor performs specific, limited tax and insurance monitoring and
disbursement functions for criterion 1122(d)(4)(xii).

xi Bank of America, N.A. performs all of the functions under criterion
1122(d)(4)(xiii) except for specific, limited tax and insurance monitoring and
disbursement activity performed by vendors.

xii A vendor performs specific, limited tax and insurance monitoring and
disbursement functions for criterion 1122(d)(4)(xiii).





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 (d)
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 (e)
(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 (f)
(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 (g)
(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 (h)
(logo) WELLS FARGO

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

Wells Fargo Bank, N.A.

ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

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

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

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

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

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

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

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

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

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

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

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:/s/ Brian Bartlett
Brian Bartlett

Its:   Executive Vice President

Dated: March 1, 2007


(page)


(logo) WELLS FARGO

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

Wells Fargo Bank, N.A.

Schedule A

Material Instances of Noncompliance by the Company

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

Material instances of Noncompliance by any Vendor

NONE

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

NONE





EX-33 (i)
(logo) WELLS FARGO

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 (j)
(logo) ZC STERLING

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

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


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

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

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

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

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


(page)


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

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

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

Sincerely,
ZC STERLING INSURANCE AGENCY, INC.

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

Title: Senior Vice President - Hazard Operations

Date: February 20, 20007

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

Title: Senior Vice President & General Counsel

Date: February 20, 2007



2


(page)


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

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



3





EX-34 (a)
(logo) PRICEWATERHOUSECOOPERS

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



Report of Independent Registered Public Accounting Firm


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

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

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


1


(page)


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

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

/s/ PricewaterhouseCoopers LLP

Atlanta, Georgia
February 23, 2007


2





EX-34 (b)
(logo) PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers
214 North Tryon Street
Suite 3600
Charlotte, NC 28202
Telephone (704) 344 7500
Facsimile (704) 344 4100
www.pwc.com


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders
of Bank of America Corporation:

We have examined management's assertion, included in the accompanying Report on
Assessment of Compliance with Servicing Criteria, that Bank of America, National
Association (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 for which the Company acted as servicer involving
residential mortgage loans, other than government sponsored entities, housing
agencies, foreign transactions or transactions that do not have scheduled
interest and/or scheduled principal remittance schedules as outlined in their
respective transaction agreements (the "Platform"), as of December 31, 2006 and
for the year then ended, excluding the criteria which the Company has determined
are not applicable to the servicing activities performed by them with respect to
the Platform, as indicated in Appendix A of the Report on Assessment of
Compliance with Servicing Criteria. As described in Appendix A, for servicing
criteria 1122(d)(2)(ii), 1122(d)(4)(iv), 1122(d)(4)(xi), 1122(d)(4)(xii) 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"). 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 determination of its eligibility to use
Interpretation 17.06. 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 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.


(page)


(logo) PRICEWATERHOUSECOOPERS

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 Platform is fairly stated, in all material respects.

/s/ Pricewaterhousecoopers LLP

March 1, 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 (d)
(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 (e)
(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 (f)
(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 (g)
(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 (h)
(logo) KPMG

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

Report of Independent Registered Public Accounting Firm

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

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

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

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

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

(page)

(logo) KPMG

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

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

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

/s/ KPMG LLP

Chicago, IL 60601
March 1, 2007





EX-34 (i)
(logo) KPMG

KPMG LLP
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 (j)
(logo) ERNST & YOUNG


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

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

Report of Independent Registered Public Accounting Firm

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

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

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

/s/ Ernst & Young LLP

February 20, 2007


A Member Practice of Ernst & Young Global





EX-35 (b)
(logo) Bank of America

Bank of America
475 CrossPoint Parkway
PO Box 9000
Getzville, NY 14068-9000


Annual Statement as to Compliance
BSABS 2006-SD1

I, H. Randall Chestnut, Senior Vice President of Bank of America, N.A., (the
"Company"), hereby certify as pursuant to section 2.04 of the Servicing
Agreement between Bank of America, N.A., (the "Company") and EMC Mortgage
Corporation (the "Purchaser") that; (i) a review of Bank of America, N.A.
activities during the 2006 year (or applicable portion thereof) and of its
performance under the Agreement and any applicable Reconstitution Agreement
during this period has been made under my supervision, and (ii) to the best of
my knowledge, based on such review, Bank of America, N.A. has fulfilled all of
its obligations under this Agreement and any applicable Reconstitution Agreement
in all material respects throughout the 2006 calendar year.

March 1, 2007

By: /s/ H. Randall Chestnut
Name:  H. Randall Chestnut
Title: Senior Vice President





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 Banked Securities Trust
2006-SD1 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 (f)
(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, with the exception of the following failure(s) to fulfill any
such obligation in any material respect:

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 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 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.

/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
                                          MASTER SERVICER/
CLIENT  INV#    INV                            TRUSTEE            DEAL NAME
106     Q02     WACHOVIA PMSR LUMINENT 2    WELLS FARGO CTS     LUMINENT 2006-3


(page)


EXHIBIT A
                                          MASTER SERVICER/
CLIENT INV#     INV                            TRUSTEE            DEAL NAME
106     310     CS PMSR 2004-AR5               WFB CTS            2004-AR5
106     312     CS PMSR 2004-AR7               WFB CTS            2004-AR7
106     313     CS PMSR 2004-AR8               WFB CTS            2004-AR8
106     318     CS PMSR ARMT 2004-2            WFB CTS            ARMT 2004-2
106     323     CS PMSR ARMT 2004-4            WEB CTS            ARMT 2004-4
106     328     CS PMSR ARMT 2005-1            WFB CTS            ARMT 2005-1
106     329     CS PMSR ARMT 2005-2            WFB CTS            ARMT 2005-2
106     330     CSFB PMSR CSFB 2005-3          WFB CTS            CSFB 2005-3
106     350     CS PMSR ARMT 2005-7            WFB CTS            ARMT 2005-7
106     351     CSFB PMSR CSFB 2003-23         WFB CTS            CSFB 2003-23
106     356     CS PMSR ARMT 2005-8            WFB CTS            ARMT 2005-8
106     368     CS PMSR ARMT 2005-10           WFB CTS            ARMT 2005-10
106     370     CS PMSR ARMT 2005-11           WFB CTS            ARMT 2005-11
106     372     CSFB PMSR CSFB 2005-10         WFB CTS            CSFB 2005-10
106     373     CSMC PMSR ARMT 2005-12         WFB CTS            ARMT 2005-12
106     375     CSMC PMSR CSMC 2005-12         WFB CTS            CSMC2005-12
106     376     CSMC PMSR CSMC 2006-1          WFB CTS            CSMC 2006-1
106     377     CSMC PMSR ARMT 2006-1          WFB CTS            ARMT 2006-1
106     378     CSMC PMSR ARMT2006-2           WFB CTS            ARMT 2006-2
106     380     CSMC PMSR CSMC 2006-4          WFB CTS            CSMC 2006-4
106     385     CSMC PMSR CSMC 2006-3          WFB CTS            CSMC 2006-3
106     400     CSMC PMSR CSMC 2006-5          WFB CTS            CSMC 2006-5
106     404     CSMC PMSR CSMC 2006-7          WFB CTS            CSMC 2006-7
106     553     CS SUB ARMT 2005-12            WFB CTS            ARMT 2005-12
106     554     CSFB SUB CSFB 2005-11          WFB CTS            CSFB 2005-11
106     556     CSMC SUB CSMC 2006-4           WFB CTS            CSMC 2006-4
106     557     CSMC SUB ARMT 2006-1           WFB CTS            ARMT 2006-1
106     558     CSFB SUB CSFB 2005-12          WFB CTS            CSFB 2005-12
106     560     CSMC SUB CSMC 2006-2           WFB CTS            CSMC 2006-2
106     562     CSMC SUB CSMC 2006-1           WFB CTS            CSMC 2006-1
106     564     CSMC SUB CSMC 2006-3           WFB CTS            CSMC 2006-3
106     565     CSMC SUB ARMT 2006-2           WFB CTS            ARMT 2006-2
106     569     CSMC SUB CSAB 2006-1           WFB CTS            CSAB 2006-1
106     572     CSMC SUB CSMC 2006-7           WFB CTS            CSMC 2006-7
106     574     CSMC SUB ARMT 2006-3           WFB CTS            ARMT 2006-3


(page)


EXHIBIT A
                                          MASTER SERVICER/
CLIENT  INV#    INV                            TRUSTEE            DEAL NAME
106     201     HSBC PMSR HASCO 2006-WMC    WELLS FARGO CTS      HASCO 2006-WMC


(page)


EXHIBIT A
                                          MASTER SERVICER/
CLIENT  INV#    INV                            TRUSTEE            DEAL NAME
106     M02     BARCLAYS PMSR SABR 2006-    WELLS FARGO CTS      SABR 2006-WM1
106     M03     BARCLAYS PMSR SABR2006NC    WELLS FARGO CTS      SABR 2006-NC1
106     M04     BARCLAYS PMSR SABR 06-NC    WELLS FARGO CTS      SABR 2006-NC2


(page)


EXHIBIT A
                                          MASTER SERVICER/
CLIENT  INV#    INV                           TRUSTEE             DEAL NAME
106     X11     DEUTSCHE PMSR ACE 06-HE1    WELLS FARGO CTS      ACE 2006-HE1
106     X02     DEUTSCHE PMSR ACE 2005HE    WELLS FARGO CTS      ACE 2005-HE7
106     X09     DEUTSCHE PMSR DBALT 2006    WELLS FARGO CTS      DBALT 2006-1
106     X10     DEUTSCHE PMSR DBALT 2006    WELLS FARGO CTS      DBALT 2006-AR1
106     X12     DEUTSCHE PMSR DBALT06-AF    WELLS FARGO CTS      DBALT 2006-AF1
106     X14     DEUTSCHE PMSR DBALT06-AR    WELLS FARGO CTS      DBALT 2006-AR2


(page)


EXHIBIT A
                                          MASTER SERVICER/
CLIENT  INV#    INV                           TRUSTEE             DEAL NAME
106     Z42     EMC PMSR BSABS 2006-IM1     WELLS FARGO CTS      BSABS 2006-IM1
106     Z41     EMC PMSR PRIME 2006-CL1     WELLS FARGO CTS      PRIME 2006-CL1
106     V50     EMC SUB BSABS 2005-SD2      WELLS FARGO CTS      BSABS 2005-SD2
106     V53     EMC SUB BSABS 2006-SD1      WELLS FARGO CTS      BSABS 2006-SD1
106     V54     EMC SUB BSABS 2006-SD2      WELLS FARGO CTS      BSABS 2006-SD2
106     V55     EMC SUB BSABS 2006-SD3      WELLS FARGO CTS      BSABS 2006-SD3


(page)


EXHIBIT A
                                          MASTER SERVICER/
CLIENT  INV#    INV                           TRUSTEE             DEAL NAME
106     U02     GREENWICH PMSR SOUNDVIEW    WELLS FARGO CTS     SOUNDVIEW 2006-2
106     U05     GREENWICH PMSR SOUNDVIEW    WELLS FARGO CTS     SOUNDVIEW 2006-3


(page)


EXHIBIT A
                                          MASTER SERVICER/
CLIENT  INV#    INV                           TRUSTEE             DEAL NAME
106     719     LEHMAN PMSR SAIL 2006-3     WELLS FARGO CTS      SAIL 2006-3
106     724     LEHMAN PMSR SASCO 06-BC2    WELLS FARGO CTS     SASCO 2006-BC2
106    K67      LEHMAN SUB 2004-7           WELLS FARGO CTS         2004-7


(page)


EXHIBIT A
                                          MASTER SERVICER/
CLIENT  INV#    INV                           TRUSTEE             DEAL NAME
106     P41     MORGAN PMSR MSM 2006-5AR    WELLS FARGO CTS     MSM 2006-5AR
106     P43     MORGAN PMSR MSAC 2006-HE    WELLS FARGO CTS     MSAC 2006-HE2
106     P52     MORGAN PMSR MSIX 2006-1     WELLS FARGO CTS     MSIX 2006-1
106     P53     MORGAN PMSR MSAC2006-WMC    WELLS FARGO CTS     MSAC 2006-WMC2


(page)


EXHIBIT A
                                          MASTER SERVICER/
CLIENT  INV#    INV                           TRUSTEE             DEAL NAME
106     V02     SOCIETE PMSR SUMS 06-FRE    WELLS FARGO CTS     SGMS 2006-FRE1


(page)


EXHIBIT A
                                          MASTER SERVICER/
CLIENT  INV#    INV                           TRUSTEE             DEAL NAME
106     916     UBS PMSR MALT 2006-2        WELLS FARGO CTS     MALT 2006-2
106     917     UBS PMSR MABS2006-FRE1      WELLS FARGO CTS     MABS 2006-FRE1
106     925     UBS PMSR MABS2006-FRE2      WELLS FARGO CTS     MABS 2006-FRE2
106     926     UBS PMSR MALT 2006-3        WELLS FARGO CTS     MALT 2006-3
106     927     UBS PMSR MABS 2006-WMC2     WELLS FARGO CTS     MABS 2006-WMC2
106     928     UBS PMSR MASS 2006-HE2      WELLS FARGO CTS     MABS 2006-HE2
106     929     UBS PMSR MABS 2006-AM2      WELLS FARGO CTS     MABS 2006-AM2





EX-35 (g)
(logo) WELLS FARGO

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

Wells Fargo Bank, N.A.


March 12, 2007

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

RE: Annual Statement As To Compliance for Bear Stearns Asset Backed Securities
Trust 2006-SD1

Per Section 3.16 of the Pooling and Servicing Agreement, dated as of 2/1/2006,
the undersigned Officer of Wells Fargo Bank, N.A., (Master Servicer), hereby
certifies the following for the 2006 calendar year or portion thereof:

(i)   A review of the activities of each such party during the preceding
      calendar year or a portion thereof and of its performance under this
      Agreement or other applicable agreement in the case of a Servicing
      Function Participant 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 such other
      applicable agreement in the case of Servicing Function Participant, in all
      material respects throughout such year, or a portion thereof 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.

(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

Payment/Distribution Calculation Errors

During the reporting period, certain errors were made in connection with the
calculation of payments/distributions on the securities. 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.

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 (h)
(logo) WELLS FARGO

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

Wells Fargo Bank, N.A.

March 23, 2007

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

RE: Annual Statement As To Compliance for Bear Stearns Asset Backed Securities
    Trust 2006-SD1

Per Section 3.16 of the Pooling and Servicing Agreement, dated as of 2/1/2006,
the undersigned Officer of Wells Fargo Bank, N.A., (Securities Administrator),
hereby certifies the following for the 2006 calendar year or portion thereof:

(i)   A review of the activities of each such party during the preceding
      calendar year or a portion thereof and of its performance under this
      Agreement or other applicable agreement in the case of a Servicing
      Function Participant 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 such other
      applicable agreement in the case of Servicing Function Participant, in all
      material respects throughout such year, or a portion thereof 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.

(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/Scott Strack
Scott Strack, Vice President

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

(page)

Schedule A


Payment/Distribution Calculation Errors

During the reporting period, certain errors were made in connection with the
calculation of payments/distributions on the securities. 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.

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


                                                                Execution Copy

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

                  BEAR STEARNS ASSET BACKED SECURITIES I LLC
                                    Owner

                                     and

                           EMC MORTGAGE CORPORATION
                                   Servicer

                             SERVICING AGREEMENT

                         Dated as of February 1, 2006

             Bear Stearns Asset Backed Securities Trust 2006-SD1
                      Mortgage Pass-Through Certificates

                               Series 2006-SD1

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

(page)

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

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

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

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

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

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

     Section 4.01.    Servicer to Act as Servicer...........................15
     Section 4.02.    Collection of Mortgage Loan Payments..................17
     Section 4.03.    Realization Upon Defaulted Mortgage
                      Loans.................................................18
     Section 4.04.    Establishment of Custodial Accounts;
                      Deposits in Custodial Accounts........................18
     Section 4.05.    Permitted Withdrawals From the
                      Custodial Account.....................................20
     Section 4.06.    Establishment of Escrow Accounts;
                      Deposits in Escrow Accounts...........................20
     Section 4.07.    Permitted Withdrawals From Escrow
                      Account...............................................21
     Section 4.08.    Payment of Taxes, Insurance and Other
                      Charges, Maintenance of Primary
                      Mortgage Insurance Policies,
                      Collections Thereunder................................22
     Section 4.09.    Transfer of Accounts..................................23
     Section 4.10.    Maintenance of Hazard Insurance.......................23
     Section 4.11.    Maintenance of Mortgage Impairment
                      Insurance Policy......................................24
     Section 4.12.    Fidelity Bond, Errors and Omissions
                      Insurance.............................................24
     Section 4.13.    Title, Management and Disposition of
                      REO Property..........................................25
     Section 4.14.    Notification of Adjustments...........................26

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

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

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

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


                                      i
(page)

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

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

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

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

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

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

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

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

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

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

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


                                      ii
(page)

EXHIBITS

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


                                     iii
(page)

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

                              W I T N E S S E T H :

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

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

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

                                    ARTICLE I
                                   DEFINITIONS

      Section 1.01. Defined Terms.

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

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

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

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

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

      BSABS I: Bear Stearns Asset Backed Securities I LLC.

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


                                       1
(page)

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

      Commission or SEC: The Securities and Exchange Commission.

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

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

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

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

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

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

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

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


                                       2
(page)

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

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

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

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

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

      Fannie Mae: Fannie Mae, or any successor thereto.

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

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

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

      Freddie Mac: Freddie Mac, or any successor thereto.

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

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

      GAAP: Generally accepted accounting procedures, consistently applied.

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

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


                                       3
(page)

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

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

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

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

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

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

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

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

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

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

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

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


                                       4
(page)

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

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

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

      Mortgagor: The obligor on a Mortgage Note.

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

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

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

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

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

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

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

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


                                       5
(page)

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

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

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

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

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

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

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


                                       6
(page)

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

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

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

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

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

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

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

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


                                       7
(page)

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

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

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

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

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

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

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

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

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

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


                                       8
(page)

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

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

      Remittance Date: The Remittance Date shall be the 23rd day of any month,
or if such 23rd day is not a Business Day, the first Business Day immediately
preceding such 23rd day.

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

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

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

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

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

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

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

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


                                       9
(page)

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

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

      Servicing Fee Rate: The Servicing Fee Rate shall be a rate per annum
between 0.25% and 0.51% for each respective mortgage loan, in each case as
provided in the Mortgage Loan Schedule.

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

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

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

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

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


                                       10
(page)

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

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

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

      Section 2.01. Servicing of Mortgage Loans.

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

      Section 2.02. Maintenance of Servicing Files.

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

      Section 2.03. Books and Records.

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


                                       11
(page)

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

      Section 2.04. Transfer of Mortgage Loans.

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

      Section 2.05. Delivery of Mortgage Loan Documents.

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

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


                                       12
(page)

                                  ARTICLE III
                 REPRESENTATIONS AND WARRANTIES OF THE SERVICER

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

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

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

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

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

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


                                       13
(page)

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

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

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

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

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


                                       14
(page)

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

                                   ARTICLE IV
                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

      Section 4.01. Servicer to Act as Servicer.

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


                                       15
(page)

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

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

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


                                       16
(page)

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

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

      Section 4.02. Collection of Mortgage Loan Payments.

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

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


                                       17
(page)

      Section 4.03. Realization Upon Defaulted Mortgage Loans.

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

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

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


                                       18
(page)

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

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

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

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

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

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

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

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

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

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

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


                                       19
(page)

      Section 4.05. Permitted Withdrawals From the Custodial Account.

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

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

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

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

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

            (v) to reimburse itself for any Nonrecoverable Advances;

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

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

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

            (ix) 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. Each Escrow Account shall be established
with a Qualified Depository. To the extent such funds are not deposited in an
Escrow Account, such funds may be invested in Permitted Investments. Funds
deposited in an Escrow Account may be drawn on by the Servicer in accordance
with Section 4.07. The creation of any Escrow Account shall be evidenced by a
letter agreement in the form shown in Exhibit C. The original of such letter
agreement shall be furnished to the Owner upon request. The Servicer
acknowledges and agrees that the Servicer shall bear any losses incurred with
respect to Permitted Investments. The amount of any such losses shall be
immediately deposited by the Servicer in the Escrow Account, as appropriate, out
of the Servicer's own funds, with no right to reimbursement therefor.


                                       20
(page)

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

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

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

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

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

      Section 4.07. Permitted Withdrawals From Escrow Account.

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

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

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

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

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

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

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


                                       21
(page)

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

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

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

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

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

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

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


                                       22
(page)

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

      Section 4.09. Transfer of Accounts.

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

      Section 4.10. Maintenance of Hazard Insurance.

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


                                       23
(page)

      Section 4.11. Maintenance of Mortgage Impairment Insurance Policy.

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

      Section 4.12. Fidelity Bond, Errors and Omissions Insurance.

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


                                       24
(page)

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

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

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

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


                                       25
(page)

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

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

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

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

      Section 4.14. Notification of Adjustments.

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


                                       26
(page)

                                    ARTICLE V
                              PAYMENTS TO THE OWNER

      Section 5.01. Remittances.

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

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

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

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


                                       27
(page)

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

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

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

      Section 5.03. Monthly Advances by the Servicer.

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

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


                                       28
(page)

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

      Section 5.04. Liquidation Reports.

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

                                   ARTICLE VI
                          GENERAL SERVICING PROCEDURES

      Section 6.01. Assumption Agreements.

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


                                       29
(page)

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

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

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

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

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

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


                                       30
(page)

      Section 6.03. Servicing Compensation.

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

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

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

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


                                       31
(page)

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

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

      Section 6.05. [Reserved]

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

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

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

      Section 6.07. Compliance with REMIC Provisions.

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


                                       32
(page)

      Section 6.08. Non-solicitation.

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

      Section 6.09. Assessment of Compliance with Servicing Criteria.

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

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

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

      (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


                                       33
(page)

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

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

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

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

      Section 6.10. Intent of the Parties; Reasonableness.

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


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                                   ARTICLE VII
                       REPORTS TO BE PREPARED BY SERVICER

      Section 7.01. Servicer Shall Provide Information as Reasonably Required.

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

                                  ARTICLE VIII.
                                  THE SERVICER

      Section 8.01. Indemnification; Third Party Claims.

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

      Section 8.02. Merger or Consolidation of the Servicer.

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


                                       35
(page)

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

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

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

      Section 8.04. Servicer Not to Resign.

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


                                       36
(page)

      Section 8.05. No Transfer of Servicing.

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

                                   ARTICLE IX
                                     DEFAULT

      Section 9.01. Events of Default.

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

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

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

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


                                       37
(page)

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

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

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

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

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

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

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


                                       38
(page)

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

      Section 9.02. Waiver of Defaults.

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

                                    ARTICLE X
                                   TERMINATION

      Section 10.01. Termination.

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

      Section 10.02. Cooperation of Servicer with a Reconstitution.

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

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


                                       39
(page)

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

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

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

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

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

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

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

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

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

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


                                       40
(page)

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

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

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

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

            (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);


                                       41
(page)

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

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

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

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

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

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

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


                                       42
(page)

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

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

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

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

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

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

      Section 10.03. Master Servicer.

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


                                       43
(page)

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

      Section 11.01. Successor to the Servicer.

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

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

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


                                       44
(page)

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

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

      Section 11.02. Amendment.

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

      Section 11.03. Recordation of Agreement.

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

      Section 11.04. Governing Law.

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

      Section 11.05. Notices.

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


                                       45
(page)

            (i)   if to the Servicer:

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

            (ii)  if to the Owner:

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

            (iii) if to the Master Servicer:

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

                  And for overnight delivery to:

                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention:  Client Manager, BSABS 06-SD1
                  Telecopier No.:  (410) 715-2380

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

      Section 11.06. Severability of Provisions.

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


                                       46
(page)

      Section 11.07. Exhibits

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

      Section 11.08. General Interpretive Principles.

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

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

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

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

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

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

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

      Section 11.09. Reproduction of Documents.

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


                                       47
(page)

      Section 11.10. Confidentiality of Information.

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

      Section 11.11. Assignment by the Owner.

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

      Section 11.12. No Partnership.

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

      Section 11.13. Execution, Successors and Assigns.

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

      Section 11.14. Entire Agreement.

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

      Section 11.15. Use of Subservicers and Subcontractors.

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


                                       48
(page)

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

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

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

      Section 11.16. Third Party Beneficiary

      For purposes of this Agreement, each Master Servicer shall be considered a
third party beneficiary to this Agreement, entitled to all the rights and
benefits hereof as if it were a direct party to this Agreement.


                                       49
(page)

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

                                     EMC MORTGAGE CORPORATION,
                                     as Servicer

                                     By: _________________________
                                     Name:
                                     Title:


                                     BEAR STEARNS ASSET BACKED SECURITIES I LLC,
                                     as Owner

                                     By: _________________________
                                     Name:
                                     Title:

(page)

                                  EXHIBIT A

                            MORTGAGE LOAN SCHEDULE


                                     A-1
(page)

                                  EXHIBIT B

                      CUSTODIAL ACCOUNT LETTER AGREEMENT
                                    (date)

To:______________________
_________________________
_________________________
   (the "Depository")

      As "Servicer" under the Servicing Agreement, dated as of February 1, 2006,
(the "Agreement"), we hereby authorize and request you to establish an account,
as a Custodial Account pursuant to Section 4.04 of the Agreement, to be
designated as "EMC Custodial Account, in trust for BSABS I, Owner of Whole Loan
Mortgages, and various Mortgagors." All deposits in the account shall be subject
to withdrawal therefrom by order signed by the Servicer. You may refuse any
deposit which would result in violation of the requirement that the account be
fully insured as described below. This letter is submitted to you in duplicate.
Please execute and return one original to us.

              By:____________________
              Name:__________________
              Title:_________________

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

              [                  ]
              (name of Depository)
              By:____________________
              Name:__________________
              Title:_________________


                                     B-1
(page)

                                   EXHIBIT C

                        ESCROW ACCOUNT LETTER AGREEMENT

                                    (date)

To:___________________________
______________________________
______________________________
         (the "Depository")

      As "Servicer" under the Servicing Agreement, dated as of February 1, 2006
(the "Agreement"), we hereby authorize and request you to establish an account,
as an Escrow Account pursuant to Section 4.06 of the Agreement, to be designated
as "EMC Escrow Account, in trust for BSABS I, Owner of Whole Loan Mortgages, and
various Mortgagors." All deposits in the account shall be subject to withdrawal
therefrom by order signed by the Servicer. You may refuse any deposit which
would result in violation of the requirement that the account be fully insured
as described below. This letter is submitted to you in duplicate. Please execute
and return one original to us.

              By:____________________
              Name:__________________
              Title:_________________

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

              [                  ]
              (name of Depository)
              By:____________________
              Name:__________________
              Title:_________________


                                     C-1
(page)

                                  EXHIBIT D

                       REQUEST FOR RELEASE OF DOCUMENTS

      To:   Wells Fargo Bank, National Association
            1015 10th Avenue S.E.
            Mpls., MN  55414
            Attn:  ________________

      Re:   Custodial Agreement dated as of November 30, 1999, between EMC
            Mortgage Corporation and Wells Fargo Bank, National Association, as
            Custodian

      In connection with the administration of the Mortgage Loans held by you as
Custodian for the Owner pursuant to the above-captioned Custody Agreement, we
request the release, and hereby acknowledge receipt, of the Custodian's Mortgage
File for the Mortgage Loan described below, for the reason indicated.

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:

      Reason for Requesting Documents (check one):

      _______           1.    Mortgage Paid in Full

      _______           2.    Foreclosure

      _______           3.    Substitution

      _______           4.    Other Liquidation (Repurchases, etc.)

      _______           5.    Nonliquidation

[Reason:_______________________________]

      Address to which Custodian should

      Deliver the Custodian's Mortgage File:

      _________________________________________

      _________________________________________

      _________________________________________

      By:______________________________________
                    (authorized signer)

      Issuer:__________________________________

      Address:_________________________________

              _________________________________

      Date:____________________________________



                                     D-1
(page)

Custodian

      Wells Fargo Bank, National Association

Please acknowledge the execution of the above request by your signature and date
below:


      ____________________________________            _________________

      Signature                                       Date

      Documents returned to Custodian:


      ____________________________________            _________________

      Signature                                       Date


                                     D-2
(page)

                                    EXHIBIT E

                        REPORTING DATA FOR MONTHLY REPORT

                     Standard File Layout - Master Servicing

<TABLE>
<CAPTION>
                                             Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
         Column Name                            Description                      Decimal           Format Comment          Max
                                                                                                                            Size
-----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                                                          <C>                              <C>
SER_INVESTOR_NBR               A value assigned by the Servicer to define a                 Text up to 10 digits             20
                               group of loans.
-----------------------------------------------------------------------------------------------------------------------------------
LOAN_NBR                       A unique identifier assigned to each loan by                 Text up to 10 digits             10
                               the investor.
-----------------------------------------------------------------------------------------------------------------------------------
SERVICER_LOAN_NBR              A unique number assigned to a loan by the                    Text up to 10 digits             10
                               Servicer.  This may be different than the
                               LOAN_NBR.
-----------------------------------------------------------------------------------------------------------------------------------
BORROWER_NAME                  The borrower name as received in the file.                   Maximum length of 30 (Last,      30
                               It is not separated by first and last name.                  First)
-----------------------------------------------------------------------------------------------------------------------------------
SCHED_PAY_AMT                  Scheduled monthly principal and scheduled            2       No commas(,) or dollar signs     11
                               interest payment that a borrower is expected                 ($)
                               to pay, P&I constant.
-----------------------------------------------------------------------------------------------------------------------------------
NOTE_INT_RATE                  The loan interest rate as reported by the            4       Max length of 6                   6
                               Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
NET_INT_RATE                   The loan gross interest rate less the service        4       Max length of 6                   6
                               fee rate as reported by the Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
SERV_FEE_RATE                  The servicer's fee rate for a loan as                4       Max length of 6                   6
                               reported by the Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
SERV_FEE_AMT                   The servicer's fee amount for a loan as              2       No commas(,) or dollar signs     11
                               reported by the Servicer.                                    ($)
-----------------------------------------------------------------------------------------------------------------------------------
NEW_PAY_AMT                    The new loan payment amount as reported by           2       No commas(,) or dollar signs     11
                               the Servicer.                                                ($)
-----------------------------------------------------------------------------------------------------------------------------------
NEW_LOAN_RATE                  The new loan rate as reported by the Servicer.       4       Max length of 6                   6
-----------------------------------------------------------------------------------------------------------------------------------
ARM_INDEX_RATE                 The index the Servicer is using to calculate         4       Max length of 6                   6
                               a forecasted rate.
-----------------------------------------------------------------------------------------------------------------------------------
ACTL_BEG_PRIN_BAL              The borrower's actual principal balance at           2       No commas(,) or dollar signs     11
                               the beginning of the processing cycle.                       ($)
-----------------------------------------------------------------------------------------------------------------------------------
ACTL_END_PRIN_BAL              The borrower's actual principal balance at           2       No commas(,) or dollar signs     11
                               the end of the processing cycle.                             ($)
-----------------------------------------------------------------------------------------------------------------------------------
BORR_NEXT_PAY_DUE_DATE         The date at the end of processing cycle that                 MM/DD/YYYY                       10
                               the borrower's next payment is due to the
                               Servicer, as reported by Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_1                The first curtailment amount to be applied.          2       No commas(,) or dollar signs     11
                                                                                            ($)
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_1               The curtailment date associated with the                     MM/DD/YYYY                       10
                               first curtailment amount.
-----------------------------------------------------------------------------------------------------------------------------------
CURT_ADJ_ AMT_1                The curtailment interest on the first                2       No commas(,) or dollar signs     11
                               curtailment amount, if applicable.                           ($)
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_2                The second curtailment amount to be applied.         2       No commas(,) or dollar signs     11
                                                                                            ($)
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_2               The curtailment date associated with the                     MM/DD/YYYY                       10
                               second curtailment amount.
-----------------------------------------------------------------------------------------------------------------------------------
CURT_ADJ_ AMT_2                The curtailment interest on the second               2       No commas(,) or dollar signs     11
                               curtailment amount, if applicable.                           ($)
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_3                The third curtailment amount to be applied.          2       No commas(,) or dollar signs     11
                                                                                            ($)
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_3               The curtailment date associated with the                     MM/DD/YYYY                       10
                               third curtailment amount.
-----------------------------------------------------------------------------------------------------------------------------------
CURT_ADJ_AMT_3                 The curtailment interest on the third                2       No commas(,) or dollar signs     11
                               curtailment amount, if applicable.                           ($)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     E-1
(page)
<TABLE>
<CAPTION>
                                             Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
         Column Name                            Description                      Decimal           Format Comment          Max
                                                                                                                            Size
-----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                                                          <C>                              <C>
-----------------------------------------------------------------------------------------------------------------------------------
PIF_AMT                        The loan "paid in full" amount as reported by        2       No commas(,) or dollar signs     11
                               the Servicer.                                                ($)
-----------------------------------------------------------------------------------------------------------------------------------
PIF_DATE                       The paid in full date as reported by the                     MM/DD/YYYY                       10
                               Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
ACTION_CODE                    The standard FNMA numeric code used to                       Action Code Key:                  2
                               indicate the default/delinquent status of a                  15=Bankruptcy,
                               particular loan.                                             30=Foreclosure, , 60=PIF,
                                                                                            63=Substitution,
                                                                                            65=Repurchase,70=REO
-----------------------------------------------------------------------------------------------------------------------------------
INT_ADJ_AMT                    The amount of the interest adjustment as             2       No commas(,) or dollar signs     11
                               reported by the Servicer.                                    ($)
-----------------------------------------------------------------------------------------------------------------------------------
SOLDIER_SAILOR_ADJ_AMT         The Soldier and Sailor Adjustment amount, if         2       No commas(,) or dollar signs     11
                               applicable.                                                  ($)
-----------------------------------------------------------------------------------------------------------------------------------
NON_ADV_LOAN_AMT               The Non Recoverable Loan Amount, if                  2       No commas(,) or dollar signs     11
                               applicable.                                                  ($)
-----------------------------------------------------------------------------------------------------------------------------------
LOAN_LOSS_AMT                  The amount the Servicer is passing as a loss,        2       No commas(,) or dollar signs     11
                               if applicable.                                               ($)
-----------------------------------------------------------------------------------------------------------------------------------
SCHED_BEG_PRIN_BAL             The scheduled outstanding principal amount           2       No commas(,) or dollar signs     11
                               due at the beginning of the cycle date to be                 ($)
                               passed through to investors.
-----------------------------------------------------------------------------------------------------------------------------------
SCHED_END_PRIN_BAL             The scheduled principal balance due to               2       No commas(,) or dollar signs     11
                               investors at the end of a processing cycle.                  ($)
-----------------------------------------------------------------------------------------------------------------------------------
SCHED_PRIN_AMT                 The scheduled principal amount as reported by        2       No commas(,) or dollar signs     11
                               the Servicer for the current cycle -- only                   ($)
                               applicable for Scheduled/Scheduled Loans.
-----------------------------------------------------------------------------------------------------------------------------------
SCHED_NET_INT                  The scheduled gross interest amount less the         2       No commas(,) or dollar signs     11
                               service fee amount for the current cycle as
                               reported by the Servicer -- only applicable
                               for Scheduled/Scheduled Loans.                               ($)
-----------------------------------------------------------------------------------------------------------------------------------
ACTL_PRIN_AMT                  The actual principal amount collected by the         2       No commas(,) or dollar signs     11
                               Servicer for the current reporting cycle --                  ($)
                               only applicable for Actual/Actual Loans.
-----------------------------------------------------------------------------------------------------------------------------------
                               The actual gross interest amount less the
                               service fee amount for the current reporting                 No commas(,) or dollar signs
ACTL_NET_INT                   cycle as reported by the Servicer -- only            2       ($)                              11
                               applicable for Actual/Actual Loans.
-----------------------------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ AMT            The penalty amount received when a borrower          2       No commas(,) or dollar signs     11
                               prepays on his loan as reported by the                       ($)
                               Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ WAIVED         The prepayment penalty amount for the loan           2       No commas(,) or dollar signs     11
                               waived by the servicer.                                      ($)
-----------------------------------------------------------------------------------------------------------------------------------
MOD_DATE                       The Effective Payment Date of the                            MM/DD/YYYY                       10
                               Modification for the loan.
-----------------------------------------------------------------------------------------------------------------------------------
MOD_TYPE                       The Modification Type.                                       Varchar - value can be alpha     30
                                                                                            or numeric
-----------------------------------------------------------------------------------------------------------------------------------
DELINQ_P&I_ADVANCE_AMT         The current outstanding principal and                2       No commas(,) or dollar signs     11
                               interest advances made by Servicer.                          ($)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(page)

                                    EXHIBIT F

                       REPORTING DATA FOR DEFAULTED LOANS

                  Standard File Layout - Delinquency Reporting

<TABLE>
<CAPTION>
Column/Header Name                       Description                                            Decimal       Format Comment
----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                                     <C>           <C>
SERVICER_LOAN_NBR                        A unique number assigned to a loan by the
                                         Servicer. This may be different than the LOAN_NBR
LOAN_NBR                                 A unique identifier assigned to each loan by the
                                         originator.
CLIENT_NBR                               Servicer Client Number
SERV_INVESTOR_NBR                        Contains a unique number as assigned by an
                                         external servicer to identify a group of loans in
                                         their system.
BORROWER_FIRST_NAME                      First Name of the Borrower.
BORROWER_LAST_NAME                       Last name of the borrower.
PROP_ADDRESS                             Street Name and Number of Property
PROP_STATE                               The state where the property located.
PROP_ZIP                                 Zip code where the property is located.
BORR_NEXT_PAY_DUE_DATE                   The date that the borrower's next payment is due                     MM/DD/YYYY
                                         to the servicer at the end of processing cycle, as
                                         reported by Servicer.
LOAN_TYPE                                Loan Type (i.e. FHA, VA, Conv)
BANKRUPTCY_FILED_DATE                    The date a particular bankruptcy claim was filed.                    MM/DD/YYYY
BANKRUPTCY_CHAPTER_CODE                  The chapter under which the bankruptcy was filed.
BANKRUPTCY_CASE_NBR                      The case number assigned by the court to the
                                         bankruptcy filing.
POST_PETITION_DUE_DATE                   The payment due date once the bankruptcy has been                    MM/DD/YYYY
                                         approved by the courts
BANKRUPTCY_DCHRG_DISM_DATE               The Date The Loan Is Removed From Bankruptcy.                        MM/DD/YYYY
                                         Either 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                     MM/DD/YYYY
                                         with instructions to begin foreclosure proceedings.
ATTORNEY_REFERRAL_DATE                   Date File Was Referred To Attorney to Pursue                         MM/DD/YYYY
                                         Foreclosure
FIRST_LEGAL_DATE                         Notice of 1st legal filed by an Attorney in a                        MM/DD/YYYY
                                         Foreclosure Action
FRCLSR_SALE_EXPECTED_DATE                The date by which a foreclosure sale is expected                     MM/DD/YYYY
                                         to 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      2             No commas(,) or
                                         sale.                                                                dollar signs ($)
</TABLE>


                                      F-1
(page)

<TABLE>
<CAPTION>
<S>                                      <C>                                                     <C>           <C>
EVICTION_START_DATE                      The date the servicer initiates eviction of the                      MM/DD/YYYY
                                         borrower.
EVICTION_COMPLETED_DATE                  The date the court revokes legal possession of the                   MM/DD/YYYY
                                         property from the borrower.
LIST_PRICE                               The price at which an REO property is marketed.        2             No commas(,) or
                                                                                                              dollar signs ($)
LIST_DATE                                The date an REO property is listed at a particular                   MM/DD/YYYY
                                         price.
OFFER_AMT                                The dollar value of an offer for an REO property.      2             No commas(,) or
                                                                                                              dollar signs ($)
OFFER_DATE_TIME                          The date an offer is received by DA Admin or by                      MM/DD/YYYY
                                         the Servicer.
REO_CLOSING_DATE                         The date the REO sale of the property is scheduled                   MM/DD/YYYY
                                         to 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      2
                                         are 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                         MM/DD/YYYY
                                         Mortgage 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
</TABLE>


                                     F-2
(page)

<TABLE>
<CAPTION>
<S>                                      <C>                                                     <C>           <C>
FHA_PART_A_CLAIM_AMT                     Amount of FHA Part A Claim Filed                       2             No commas(,) or
                                                                                                              dollar signs ($)
FHA_PART_A_CLAIM_PAID_DATE               Date HUD Disbursed Part A Claim Payment                              MM/DD/YYYY
FHA_PART_A_CLAIM_PAID_AMT                Amount HUD Paid on Part A Claim                        2             No commas(,) or
                                                                                                              dollar signs ($)
FHA_PART_B_CLAIM_FILED_DATE              Date FHA Part B Claim Was Filed With HUD                             MM/DD/YYYY
FHA_PART_B_CLAIM_AMT                     Amount of FHA Part B Claim Filed                       2             No commas(,) or
                                                                                                              dollar signs ($)
FHA_PART_B_CLAIM_PAID_DATE               Date HUD Disbursed Part B Claim Payment                              MM/DD/YYYY
FHA_PART_B_CLAIM_PAID_AMT                Amount HUD Paid on Part B Claim                        2             No commas(,) or
                                                                                                              dollar signs ($)
VA_CLAIM_FILED_DATE                      Date VA Claim Was Filed With the Veterans Admin                      MM/DD/YYYY
VA_CLAIM_PAID_DATE                       Date Veterans Admin. Disbursed VA Claim Payment                      MM/DD/YYYY
VA_CLAIM_PAID_AMT                        Amount Veterans Admin. Paid on VA Claim                2             No commas(,) or
                                                                                                              dollar signs ($)
</TABLE>


Exhibit 2: Standard File Codes - Delinquency Reporting

The Loss Mit Type field should show the approved Loss Mitigation Code as
follows:

      o ASUM-Approved Assumption
      o BAP- Borrower Assistance Program
      o CO- Charge Off
      o DIL- Deed-in-Lieu
      o FFA- Formal Forbearance Agreement
      o MOD- Loan Modification
      o PRE- Pre-Sale
      o SS- Short Sale
      o MISC- Anything else approved by the PMI or Pool Insurer


                                      F-3
(page)

NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided that they are consistent with industry standards.  If Loss
Mitigation Types other than those above are used, the Servicer must supply
Wells Fargo Bank with a description of each of the Loss Mitigation Types
prior to sending the file.

The Occupant Code field should show the current status of the property code
as follows:
      o  Mortgagor
      o  Tenant
      o  Unknown
      o  Vacant

The Property Condition field should show the last reported condition of the
property as follows:
      o  Damaged
      o  Excellent
      o  Fair
      o  Gone
      o  Good
      o  Poor
      o  Special Hazard
      o  Unknown

Exhibit 2: Standard File Codes - Delinquency Reporting, Continued

The FNMA Delinquent Reason Code field should show the Reason for Delinquency
as follows:

               --------------------------------------------------------
               Delinquency Code Delinquency Description
               --------------------------------------------------------
               001              FNMA-Death of principal mortgagor
               --------------------------------------------------------
               002              FNMA-Illness of principal mortgagor
               --------------------------------------------------------
               003              FNMA-Illness of mortgagor's family
                                member
               --------------------------------------------------------
               004              FNMA-Death of mortgagor's family
                                member
               --------------------------------------------------------
               005              FNMA-Marital difficulties
               --------------------------------------------------------
               006              FNMA-Curtailment of income
               --------------------------------------------------------
               007              FNMA-Excessive Obligation
               --------------------------------------------------------
               008              FNMA-Abandonment of property
               --------------------------------------------------------
               009              FNMA-Distant employee transfer
               --------------------------------------------------------
               011              FNMA-Property problem
               --------------------------------------------------------
               012              FNMA-Inability to sell property
               --------------------------------------------------------
               013              FNMA-Inability to rent property
               --------------------------------------------------------
               014              FNMA-Military Service
               --------------------------------------------------------
               015              FNMA-Other
               --------------------------------------------------------
               016              FNMA-Unemployment
               --------------------------------------------------------
               017              FNMA-Business failure
               --------------------------------------------------------
               019              FNMA-Casualty loss
               --------------------------------------------------------
               022              FNMA-Energy environment costs
               --------------------------------------------------------
               023              FNMA-Servicing problems
               --------------------------------------------------------
               026              FNMA-Payment adjustment
               --------------------------------------------------------
               027              FNMA-Payment dispute
               --------------------------------------------------------
               029              FNMA-Transfer of ownership pending
               --------------------------------------------------------
               030              FNMA-Fraud
               --------------------------------------------------------
               031              FNMA-Unable to contact borrower
               --------------------------------------------------------
               INC              FNMA-Incarceration
               --------------------------------------------------------


                                      F-4
(page)

Exhibit 2: Standard File Codes - Delinquency Reporting, Continued

The FNMA Delinquent Status Code field should show the Status of Default as
follows:

               -------------------------------------------------------
                 Status Code    Status Description
               -------------------------------------------------------
                      09        Forbearance
               -------------------------------------------------------
                      17        Pre-foreclosure Sale Closing Plan
                                Accepted
               -------------------------------------------------------
                      24        Government Seizure
               -------------------------------------------------------
                      26        Refinance
               -------------------------------------------------------
                      27        Assumption
               -------------------------------------------------------
                      28        Modification
               -------------------------------------------------------
                      29        Charge-Off
               -------------------------------------------------------
                      30        Third Party Sale
               -------------------------------------------------------
                      31        Probate
               -------------------------------------------------------
                      32        Military Indulgence
               -------------------------------------------------------
                      43        Foreclosure Started
               -------------------------------------------------------
                      44        Deed-in-Lieu Started
               -------------------------------------------------------
                      49        Assignment Completed
               -------------------------------------------------------
                      61        Second Lien Considerations
               -------------------------------------------------------
                      62        Veteran's Affairs-No Bid
               -------------------------------------------------------
                      63        Veteran's Affairs-Refund
               -------------------------------------------------------
                      64        Veteran's Affairs-Buydown
               -------------------------------------------------------
                      65        Chapter 7 Bankruptcy
               -------------------------------------------------------
                      66        Chapter 11 Bankruptcy
               -------------------------------------------------------
                      67        Chapter 13 Bankruptcy
               -------------------------------------------------------


                                      F-5
(page)

                                     EXHIBIT G

                           FORM OF SERVICER CERTIFICATION

Re:   The [ ] agreement dated as of [     l, 200[ ] (the "Agreement"), among
[IDENTIFY PARTIES]

      I, ____________________________, the _______________________ of [NAME OF
COMPANY] (the "Company"), certify to [the Purchaser], [the Depositor], and the
[Master Servicer] [Securities Administrator] [Trustee], and their officers, with
the knowledge and intent that they will rely upon this certification, that:

      I have reviewed the servicer compliance statement of the Company provided
in accordance with Item 1123 of Regulation AB (the "Compliance Statement"), the
report on assessment of the Company's compliance with the servicing criteria set
forth in Item 1122(d) of Regulation AB (the "Servicing Criteria"), provided in
accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,
as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
Assessment"), the registered public accounting firm's attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and
Section 1122(b) of Regulation AB (the "Attestation Report"), and all servicing
reports, Officer's Certificates and other information relating to the servicing
of the Mortgage Loans by the Company during 200[ ] that were delivered by the
Company to the [Depositor] [Master Servicer] [Securities Administrator]
[Trustee] pursuant to the Agreement (collectively, the "Company Servicing
Information");

      Based on my knowledge, the Company Servicing Information, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in the light of the
circumstances under which such statements were made, not misleading with respect
to the period of time covered by the Company Servicing Information;

      Based on my knowledge, all of the Company Servicing Information required
to be provided by the Company under the Agreement has been provided to the
[Depositor] [Master Servicer] [Securities Administrator] [Trustee];

      I am responsible for reviewing the activities performed by the Company as
servicer under the Agreement, and based on my knowledge and the compliance
review conducted in preparing the Compliance Statement and except as disclosed
in the Compliance Statement, the Servicing Assessment or the Attestation Report,
the Company has fulfilled its obligations under the Agreement in all material
respects; and

      The Compliance Statement required to be delivered by the Company pursuant
to this Agreement, and the Servicing Assessment and Attestation Report required
to be provided by the Company and by any Subservicer and Subcontractor pursuant
to the Agreement, have been provided to the [Depositor] [Master Servicer]. Any
material instances of noncompliance described in such reports have been
disclosed to the [Depositor] [Master Servicer]. Any material instance of
noncompliance with the Servicing Criteria has been disclosed in such reports.


                                      G-1
(page)

                                  EXHIBIT H

                           SUMMARY OF REGULATION AB
                              SERVICING CRITERIA

      NOTE: This Exhibit H is provided for convenience of reference only. In the
event of a conflict or inconsistency between the terms of this Exhibit H and the
text of Regulation AB, the text of Regulation AB, its adopting release and other
public statements of the SEC shall control.

Item 1122(d)

      (b)   General servicing considerations.

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

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

            (3) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.

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

      (c)   Cash collection and administration.

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

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

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

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

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


                                      H-1
(page)

            (6) Unissued checks are safeguarded so as to prevent unauthorized
access.

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

      (d)   Investor remittances and reporting.

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

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

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

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

      (e)   Mortgage Loan administration.

            (1) Collateral or security on mortgage loans is maintained as
required by the transaction agreements or related mortgage loan documents.

            (2) Mortgage loan and related documents are safeguarded as required
by the transaction agreements.

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


                                      H-2
(page)

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

            (5) The Servicer's records regarding the mortgage loans agree with
the Servicer's records with respect to an obligor's unpaid principal balance.

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

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

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

            (9) Adjustments to interest rates or rates of return for mortgage
loans with variable rates are computed based on the related mortgage loan
documents.

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

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

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


                                      H-3
(page)

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

            (14)  Delinquencies,  charge-offs and  uncollectable  accounts are
recognized and recorded in accordance with the transaction agreements.

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


                                      H-4
(page)

                                    EXHIBIT I

                SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS

      NOTE: This Exhibit I is provided for convenience of reference only. In the
event of a conflict or inconsistency between the terms of this Exhibit I and the
text of Regulation AB, the text of Regulation AB, its adopting release and other
public statements of the SEC shall control.

      Item 1108(b) and (c)

      Provide the following information with respect to each servicer that will
service, including interim service, 20% or more of the mortgage loans in any
loan group in the securitization issued in the Pass-Through Transfer:

      -a description of the Owner's form of organization;

      -a description of how long the Servicer has been servicing residential
mortgage loans; a general discussion of the Servicer's experience in servicing
assets of any type as well as a more detailed discussion of the Servicer's
experience in, and procedures for the servicing function it will perform under
this Agreement and any Reconstitution Agreements; information regarding the
size, composition and growth of the Servicer's portfolio of mortgage loans of
the type similar to the Mortgage Loans and information on factors related to the
Servicer that may be material to any analysis of the servicing of the Mortgage
Loans or the related asset-backed securities, as applicable, including whether
any default or servicing related performance trigger has occurred as to any
other securitization due to any act or failure to act of the Servicer, whether
any material noncompliance with applicable servicing criteria as to any other
securitization has been disclosed or reported by the Servicer, and the extent of
outsourcing the Servicer uses;

      -a description of any material changes to the Servicer's policies or
procedures in the servicing function it will perform under this Agreement and
any Reconstitution Agreements for mortgage loans of the type similar to the
Mortgage Loans during the past three years;

      -information regarding the Servicer's financial condition to the extent
that there is a material risk that the effect on one or more aspects of
servicing resulting from such financial condition could have a material impact
on the performance of the securities issued in the Pass-Through Transfer, or on
servicing of mortgage loans of the same asset type as the Mortgage Loans;

      -any special or unique factors involved in servicing loans of the same
type as the Mortgage Loans, and the Servicer's processes and procedures designed
to address such factors;

      -statistical information regarding principal and interest advances made by
the Servicer on the Mortgage Loans and the Servicer's overall servicing
portfolio for the past three years; and

      -the Owner's process for handling delinquencies, losses, bankruptcies and
recoveries, such as through liquidation of REO Properties, foreclosure, sale of
the Mortgage Loans or workouts.


                                      I-1
(page)

Item 1117

      -describe any legal proceedings pending against the Servicer or against
any of its property, including any proceedings known to be contemplated by
governmental authorities, that may be material to the holders of the securities
issued in the Pass-Through Transfer.

      Item 1119(a)

      -describe any affiliations of the Servicer, each other originator of the
Mortgage Loans and each Subservicer with the sponsor, depositor, issuing entity,
trustee, any originator, any other servicer, any significant obligor,
enhancement or support provider or any other material parties related to the
Pass-Through Transfer.

      Item 1119(b)

      -describe any business relationship, agreement, arrangement, transaction
or understanding entered into outside of the ordinary course of business or on
terms other than those obtained in an arm's length transaction with an unrelated
third party, apart from the Pass-Through Transfer, between the Servicer, each
other originator of the Mortgage Loans and each Subservicer, or their respective
affiliates, and the sponsor, depositor or issuing entity or their respective
affiliates, that exists currently or has existed during the past two years, that
may be material to the understanding of an investor in the securities issued in
the Pass-Through Transfer.

      Item 1119(c)

      -describe any business relationship, agreement, arrangement, transaction
or understanding involving or relating to the Mortgage Loans or the Pass-Through
Transfer, including the material terms and approximate dollar amount involved,
between the Servicer, each other originator of the Mortgage Loans and each
Subservicer, or their respective affiliates and the sponsor, depositor or
issuing entity or their respective affiliates, that exists currently or has
existed during the past two years.


                                      I-2
(page)

                                    EXHIBIT J

         SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

                       SERVICING CRITERIA TO BE ADDRESSED
                           IN ASSESSMENT OF COMPLIANCE
                          (RMBS unless otherwise noted)

         Key:
         X - obligation

      Where there are multiple checks for criteria the attesting party will
identify in their management assertion that they are attesting only to the
portion of the distribution chain they are responsible for in the related
transaction agreements.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
RegAB Reference                Servicing Criteria                                                                    Servicers
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
                               General Servicing Considerations
-----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                                                                     <C>
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(i)         Policies and  procedures  are  instituted to monitor any  performance  or other  triggers and           X
                      events of default in accordance with the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(ii)        If  any  material  servicing  activities  are  outsourced  to  third  parties,  policies  and           X
                      procedures are instituted to monitor the third party's  performance  and compliance with such
                      servicing activities.
-----------------------------------------------------------------------------------------------------------------------------------
                      Any  requirements in the transaction  agreements to maintain a back-up  servicer for the Pool
1122(d)(1)(iii)       Assets are maintained.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(iv)        A fidelity bond and errors and omissions  policy is in effect on the party  participating  in           X
                      the servicing function  throughout the reporting period in the amount of coverage required by
                      and otherwise in accordance with the terms of the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      Cash Collection and Administration
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(i)         Payments on pool assets are  deposited  into the  appropriate  custodial  bank  accounts  and           X
                      related bank clearing  accounts no more than two business  days  following  receipt,  or such
                      other number of days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      Disbursements  made via wire transfer on behalf of an obligor or to an investor are made only           X
1122(d)(2)(ii)        by authorized personnel.
-----------------------------------------------------------------------------------------------------------------------------------
                      Advances of funds or guarantees regarding collections,  cash flows or distributions,  and any           X
                      interest  or other fees  charged  for such  advances,  are made,  reviewed  and  approved  as
1122(d)(2)(iii)       specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      The  related  accounts  for the  transaction,  such  as cash  reserve  accounts  or  accounts           X
                      established  as a form of over  collateralization,  are  separately  maintained  (e.g.,  with
1122(d)(2)(iv)        respect to commingling of cash) as set forth in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      Each custodial  account is maintained at a federally  insured  depository  institution as set           X
                      forth in the  transaction  agreements.  For purposes of this  criterion,  "federally  insured
                      depository  institution"  with  respect to a foreign  financial  institution  means a foreign
                      financial  institution  that meets the  requirements  of Rule  13k-1(b)(1)  of the Securities
1122(d)(2)(v)         Exchange Act.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vi)        Unissued checks are safeguarded so as to prevent unauthorized access.                                   X
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vii)       Reconciliations are prepared on a monthly basis for all asset-backed  securities related bank           X
                      accounts,   including   custodial  accounts  and  related  bank  clearing   accounts.   These
                      reconciliations are (A) mathematically  accurate;  (B) prepared within 30 calendar days after
                      the bank  statement  cutoff date, or such other number of days  specified in the  transaction
                      agreements;  (C)  reviewed  and  approved by someone  other than the person who  prepared the
                      reconciliation;  and (D) contain  explanations for reconciling items. These reconciling items
                      are resolved within 90 calendar days of their original  identification,  or such other number
                      of days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     J-1
(page)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                                                                     <C>
                      Investor Remittances and Reporting
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i)         Reports to investors,  including  those to be filed with the  Commission,  are  maintained in           X
                      accordance  with  the  transaction   agreements  and  applicable   Commission   requirements.
                      Specifically,  such reports (A) are prepared in accordance  with  timeframes  and other terms
                      set forth in the transaction  agreements;  (B) provide  information  calculated in accordance
                      with the terms specified in the transaction agreements;  (C) are filed with the Commission as
                      required  by its rules  and  regulations;  and (D) agree  with  investors'  or the  trustee's
                      records as to the total unpaid  principal  balance and number of Pool Assets  serviced by the
                      Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
                      Amounts  due  to  investors  are  allocated  and  remitted  in  accordance  with  timeframes,           X
1122(d)(3)(ii)        distribution priority and other terms set forth in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      Disbursements  made to an investor  are posted  within two  business  days to the  Servicer's           X
1122(d)(3)(iii)       investor records, or such other number of days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      Amounts remitted to investors per the investor reports agree with cancelled  checks, or other           X
1122(d)(3)(iv)        form of payment, or custodial bank statements.
-----------------------------------------------------------------------------------------------------------------------------------
                      Pool Asset Administration
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(i)         Collateral  or  security  on  pool  assets  is  maintained  as  required  by the  transaction           X
                      agreements or related pool asset documents.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ii)        Pool assets  and related documents are safeguarded as required by the transaction agreements            X
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iii)       Any additions,  removals or substitutions  to the asset pool are made,  reviewed and approved           X
                      in accordance with any conditions or requirements in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iv)        Payments on pool assets,  including  any payoffs,  made in  accordance  with the related pool           X
                      asset  documents are posted to the  Servicer's  obligor  records  maintained no more than two
                      business  days after  receipt,  or such other  number of days  specified  in the  transaction
                      agreements, and allocated to principal,  interest or other items (e.g., escrow) in accordance
                      with the related pool asset documents.
-----------------------------------------------------------------------------------------------------------------------------------
                      The  Servicer's  records  regarding  the pool assets agree with the  Servicer's  records with           X
1122(d)(4)(v)         respect to an obligor's unpaid principal balance.
-----------------------------------------------------------------------------------------------------------------------------------
                      Changes  with  respect  to the  terms or status  of an  obligor's  pool  assets  (e.g.,  loan           X
                      modifications  or  re-agings)  are made,  reviewed  and approved by  authorized  personnel in
1122(d)(4)(vi)        accordance with the transaction agreements and related pool asset documents.
-----------------------------------------------------------------------------------------------------------------------------------
                      Loss mitigation or recovery  actions (e.g.,  forbearance  plans,  modifications  and deeds in           X
                      lieu of foreclosure,  foreclosures and repossessions, as applicable) are initiated, conducted
                      and concluded in accordance  with the  timeframes or other  requirements  established  by the
1122(d)(4)(vii)       transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(viii)      Records  documenting  collection  efforts  are  maintained  during the period a pool asset is           X
                      delinquent in accordance with the transaction  agreements.  Such records are maintained on at
                      least a monthly basis,  or such other period  specified in the  transaction  agreements,  and
                      describe  the  entity's  activities  in  monitoring  delinquent  pool assets  including,  for
                      example,  phone calls,  letters and payment  rescheduling plans in cases where delinquency is
                      deemed temporary (e.g., illness or unemployment).
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ix)        Adjustments  to interest  rates or rates of return for pool assets  with  variable  rates are           X
                      computed based on the related pool asset documents.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(x)         Regarding  any funds held in trust for an obligor (such as escrow  accounts):  (A) such funds           X
                      are analyzed,  in accordance with the obligor's pool asset  documents,  on at least an annual
                      basis,  or such other period  specified in the transaction  agreements;  (B) interest on such
                      funds is paid, or credited,  to obligors in accordance  with  applicable pool asset documents
                      and state laws;  and (C) such funds are  returned to the obligor  within 30 calendar  days of
                      full  repayment  of the related pool  assets,  or such other number of days  specified in the
                      transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      Payments  made on behalf of an obligor  (such as tax or  insurance  payments)  are made on or           X
                      before the related  penalty or expiration  dates,  as indicated on the  appropriate  bills or
                      notices for such  payments,  provided  that such support has been received by the servicer at
                      least 30 calendar  days prior to these dates,  or such other number of days  specified in the
1122(d)(4)(xi)        transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     J-2
(page)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                                                                     <C>
                      Any late payment  penalties in connection with any payment to be made on behalf of an obligor           X
                      are paid from the  Servicer's  funds and not charged to the obligor,  unless the late payment
1122(d)(4)(xii)       was due to the obligor's error or omission.
-----------------------------------------------------------------------------------------------------------------------------------
                      Disbursements  made on behalf of an  obligor  are  posted  within  two  business  days to the           X
                      obligor's records  maintained by the servicer,  or such other number of days specified in the
1122(d)(4)(xiii)      transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      Delinquencies,  charge-offs  and  uncollectible  accounts  are  recognized  and  recorded  in           X
1122(d)(4)(xiv)       accordance with the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      Any external enhancement or other support,  identified in Item 1114(a)(1) through (3) or Item
1122(d)(4)(xv)        1115 of Regulation AB, is maintained as set forth in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     [NAME OF OWNER] [NAME OF SUBSERVICER]

                                     Date:    _________________________

                                     By:      _________________________
                                     Name:
                                     Title:


                                     J-3
(page)

                                    EXHIBIT K

                  REPORTING DATA FOR REALIZED LOSSES AND GAINS

          Calculation of Realized Loss/Gain Form 332- Instruction Sheet

      NOTE: Do not net or combine items. Show all expenses individually and all
      credits as separate line items. Claim packages are due within 90 days of
      liquidation. Late submissions may result in claims not being passed until
      the following month. The Servicer is responsible to remit all funds
      pending loss approval and /or resolution of any disputed items.

            The numbers on the 332 form correspond with the numbers listed
      below.

      Liquidation and Acquisition Expenses:

      1.    The Actual Unpaid Principal Balance of the Mortgage Loan. For
            documentation, an Amortization Schedule from date of default through
            liquidation breaking out the net interest and servicing fees
            advanced is required.

      2.    The Total Interest Due less the aggregate amount of servicing fee
            that would have been earned if all delinquent payments had been made
            as agreed. For documentation, an Amortization Schedule from date of
            default through liquidation breaking out the net interest and
            servicing fees advanced is required.

      3.    Accrued Servicing Fees based upon the Scheduled Principal Balance of
            the Mortgage Loan as calculated on a monthly basis. For
            documentation, an Amortization Schedule from date of default through
            liquidation breaking out the net interest and servicing fees
            advanced is required.

      4-12. Complete as applicable. Required documentation:

                  * For taxes and insurance advances - see page 2 of 332 form -
            breakdown required showing period of coverage, base tax, interest,
            penalty. Advances prior to default require evidence of servicer
            efforts to recover advances.

                  * For escrow advances - complete payment history (to calculate
            advances from last positive escrow balance forward)

                  * Other expenses - copies of corporate advance history showing
            all payments

                  * REO repairs > $1500 require explanation

                  * REO repairs >$3000 require evidence of at least 2 bids.

                  * Short Sale or Charge Off require P&L supporting the decision
            and WFB's approved Officer Certificate

                  * Unusual or extraordinary items may require further
            documentation.

      13.   The total of lines 1 through 12.

      Credits:

      14-21.      Complete as applicable.  Required documentation:
                  * Copy  of the  HUD 1 from  the  REO  sale.  If a 3rd  Party
                    Sale, bid instructions and Escrow Agent / Attorney
                    Letter of Proceeds Breakdown.
                  * Copy of EOB for any MI or gov't guarantee
                  * All other  credits  need to be clearly  defined on the 332
            form
      22.   The total of lines 14 through 21.

      Please Note:     For HUD/VA loans, use line (18a) for Part A/Initial
                       proceeds and line (18b) for Part B/Supplemental proceeds.

      Total Realized Loss (or Amount of Any Gain)


                                     K-1
(page)

      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

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

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

     WELLS FARGO BANK, N.A. Loan No._____________________________

     Borrower's Name: _______________________________________________________

     Property Address: _______________________________________________________

     Liquidation Type:  REO Sale           3rd Party Sale        Short Sale       Charge Off

     Was this loan granted a Bankruptcy deficiency or cramdown              Yes         No
     If "Yes", provide deficiency or cramdown amount _______________________________

     Liquidation and Acquisition Expenses:
     (1)  Actual Unpaid Principal Balance of Mortgage Loan         $ ______________  (1)
     (2)  Interest accrued at Net Rate                             ________________  (2)
     (3)  Accrued Servicing Fees                                   ________________  (3)
     (4)  Attorney's Fees                                          ________________  (4)
     (5)  Taxes (see page 2)                                       ________________  (5)
     (6)  Property Maintenance                                     ________________  (6)
     (7)  MI/Hazard Insurance Premiums (see page 2)                ________________  (7)
     (8)  Utility Expenses                                         ________________  (8)
     (9)  Appraisal/BPO                                            ________________  (9)
     (10) Property Inspections                                     ________________  (10)
     (11) FC Costs/Other Legal Expenses                            ________________  (11)
     (12) Other (itemize)                                          ________________  (12)
              Cash for Keys__________________________              ________________  (12)
              HOA/Condo Fees_______________________                ________________  (12)
              ______________________________________               ________________  (12)

              Total Expenses                                       $ ______________  (13)
     Credits:
     (14) Escrow Balance                                           $ ______________  (14)
     (15) HIP Refund                                               ________________  (15)
     (16) Rental Receipts                                          ________________  (16)
     (17) Hazard Loss Proceeds                                     ________________  (17)
     (18) Primary Mortgage Insurance / Gov't Insurance             ________________  (18a) HUD Part A
                                                                   ________________  (18b) HUD Part B
</TABLE>


                                     K-2


<TABLE>
<CAPTION>
<S>                                                                <C>                      <C>
     (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)

Escrow Disbursement Detail

----------------------------------------------------------------------------------------------------------------------
      Type           Date Paid        Period of       Total Paid       Base Amount      Penalties        Interest
   (Tax /Ins.)                        Coverage
----------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     K-3






                                                                Execution Copy

                           EMC MORTGAGE CORPORATION

                                  Purchaser

                                     and

                            WELLS FARGO BANK, N.A.

                                   Company


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

                 SELLER'S WARRANTIES AND SERVICING AGREEMENT

                         Dated as of December 1, 2005

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


              WFHM Mortgage Loan Pools 6440, 6441, 6442 and 6443

(page)

                              TABLE OF CONTENTS

ARTICLE I....................................................................1

DEFINITIONS..................................................................1

ARTICLE II..................................................................12

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND
RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS.........................12

ARTICLE III.................................................................14

REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH..........................14

ARTICLE IV..................................................................26

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..............................26

ARTICLE V...................................................................41

PAYMENTS TO PURCHASER.......................................................41

ARTICLE VI..................................................................42

GENERAL SERVICING PROCEDURES................................................42

ARTICLE VII.................................................................47

COMPANY TO COOPERATE........................................................47

ARTICLE VIII................................................................47

THE COMPANY.................................................................47

ARTICLE IX..................................................................49

SECURITIZATION TRANSACTION..................................................49


                                       i
(page)

ARTICLE X...................................................................59

DEFAULT.....................................................................59

ARTICLE XI..................................................................61

TERMINATION.................................................................61

ARTICLE XII.................................................................62

MISCELLANEOUS PROVISIONS....................................................62

                                   EXHIBITS

                  Exhibit A               Mortgage Loan Schedule
                  Exhibit B               Contents of Each Mortgage File
                  Exhibit C               Custodial Agreement
                  Exhibit D               Form of Assignment, Assumption and
                                          Recognition Agreement
                  Exhibit E               Form of Annual Certificate
                  Exhibit F               Servicing Criteria
                  Exhibit G               Form of Sarbanes Certification


                                      ii
(page)

      This is a Seller's  Warranties and Servicing Agreement for various fixed
and adjustable rate residential  first mortgage loans,  dated and effective as
of December 1, 2005,  and is executed  between EMC  Mortgage  Corporation,  as
purchaser  (the  "Purchaser"),  and Wells  Fargo  Bank,  N.A.,  as seller  and
servicer (the "Company").

                             W I T N E S S E T H

      WHEREAS,  the  Purchaser has agreed to purchase from the Company and the
Company  has  agreed to sell to the  Purchaser  certain  fixed and  adjustable
interest   rate,   Conventional   Mortgage   Loans  which  have  an  aggregate
outstanding principal balance as indicated on the Mortgage Loan Schedule;

      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 hereto as Exhibit A; and

      WHEREAS,  the  Purchaser and the Company wish to prescribe the manner of
purchase of the Mortgage  Loans and the  conveyance,  servicing and control of
the Mortgage Loans.

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

                                  ARTICLE I

                                 DEFINITIONS

      Whenever  used  herein,  the  following  words and  phrases,  unless the
content otherwise requires, shall have the following meanings:

      Accepted Servicing  Practices:  With respect to any Mortgage Loan, those
mortgage  servicing  practices of prudent mortgage lending  institutions which
service  mortgage  loans  of the  same  type  as  such  Mortgage  Loan  in the
jurisdiction where the related Mortgaged Property is located.

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

      Agency or Agencies:  Fannie Mae,  Freddie Mac or GNMA, or any of them as
applicable.

      Agency Sale:  Any sale or transfer of some or all of the Mortgage  Loans
by the  Purchaser to an Agency which sale or transfer is not a  Securitization
Transaction or Whole Loan Transfer.


                                       1
(page)

      Agreement:  This Seller's  Warranties  and  Servicing  Agreement and all
exhibits, amendments hereof and supplements hereto.

      ALTA:  The American Land Title Association or any successor thereto.

      Appraised  Value:  With respect to any Mortgage  Loan, the lesser of (i)
the value set forth on the appraisal made in connection  with the  origination
of the related Mortgage Loan as the value of the related  Mortgaged  Property,
or (ii)  the  purchase  price  paid  for  the  Mortgaged  Property,  provided,
however,  that in the case of a refinanced  Mortgage Loan, such value shall be
based solely on the appraisal made in connection  with the origination of such
Mortgage Loan.

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

      Business  Day:  Any day other than (i) a Saturday  or Sunday,  or (ii) a
day on which  banking and savings and loan  institutions  in the states  where
the parties are located are authorized or obligated by law or executive  order
to be closed.

      Buydown  Agreement:  An  agreement  between the Company and a Mortgagor,
or an  agreement  among the Company,  a Mortgagor  and a seller of a Mortgaged
Property or a third party with respect to a Mortgage  Loan which  provides for
the application of Buydown Funds.

      Buydown  Funds:  In respect of any  Buydown  Mortgage  Loan,  any amount
contributed  by the  seller  of a  Mortgaged  Property  subject  to a  Buydown
Mortgage Loan,  the buyer of such  property,  the Company or any other source,
plus interest earned  thereon,  in order to enable the Mortgagor to reduce the
payments  required to be made from the Mortgagor's funds in the early years of
a Mortgage Loan.

      Buydown  Mortgage Loan: Any Mortgage Loan in respect of which,  pursuant
to a Buydown  Agreement,  (i) the  Mortgagor  pays less than the full  monthly
payments  specified in the Mortgage Note for a specified period,  and (ii) the
difference  between the payments required under such Buydown Agreement and the
Mortgage Note is provided from Buydown Funds.

      Buydown  Period:  The  period  of time when a  Buydown  Agreement  is in
effect with respect to a related Buydown Mortgage Loan.

      Closing Date:  December 15, 2005.

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

      Commission:  The United States Securities and Exchange Commission.


                                       2
(page)

      Company:  Wells  Fargo  Bank,  N.A.,  or its  successor  in  interest or
assigns,  or any  successor to the Company under this  Agreement  appointed as
herein provided.

      Company Information:  As defined in Section 9.01(f)(i)(A).

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

      Conventional  Mortgage  Loan: A mortgage or deed of trust not insured or
guaranteed under a government program (e.g., FHA or VA).

      Covered Loan: A Mortgage Loan  categorized as "Covered"  pursuant to the
Standard & Poor's Glossary for File Format for LEVELS(R) Version 5.6c,  Appendix
E, revised August 1, 2005,  (excluding New Jersey "Covered Home Loans" as that
term is  defined  in  clause  (1) of the  definition  of that  term in the New
Jersey Home Ownership  Security Act of 2002 that are first lien purchase money
Mortgage Loans originated between November 26, 2003, and July 7, 2004).

      Custodial  Account:   The  separate  account  or  accounts  created  and
maintained pursuant to Section 4.04.

      Custodial   Agreement:   The  Interim  Custody  Agreement  dated  as  of
November 30, 1999 by and between EMC Mortgage  Corporation as Owner, and Wells
Fargo  Bank,  N.A.  (formerly  known  as Wells  Fargo  Bank  Minnesota,  N.A.)
governing  the retention of the  originals of each  Mortgage  Note,  Mortgage,
Assignment of Mortgage and other  Mortgage Loan  Documents,  annexed hereto as
Exhibit C.

      Custodian:   The  custodian  under  the  Custodial  Agreement,   or  its
successor in interest or assigns,  or any successor to the Custodian under the
Custodial Agreement as provided therein.

      Cut-off Date: December 1, 2005.

      Deleted  Mortgage  Loan:  A Mortgage  Loan which is  repurchased  by the
Company in  accordance  with the terms of this  Agreement and which is, in the
case of a  substitution  pursuant to Section 3.03,  replaced or to be replaced
with a Qualified Substitute Mortgage Loan.

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

      Determination  Date: The Business Day immediately  preceding the related
Remittance Date.

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


                                       3
(page)

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

      Errors  and  Omissions   Insurance   Policy:  An  errors  and  omissions
insurance policy to be maintained by the Company pursuant to Section 4.12.

      Escrow   Account:   The  separate   account  or  accounts   created  and
maintained pursuant to Section 4.06.

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

      Event  of  Default:   Any  one  of  the   conditions  or   circumstances
enumerated in Section 10.01.

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

      Fannie  Mae:  The  Federal  National  Mortgage   Association,   and  its
successors.

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

      FHA:  Federal Housing Administration and its successors.

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

      First Remittance Date:  January 18, 2006.

      Freddie  Mac:  The  Federal  Home  Loan  Mortgage  Corporation,  and its
successors.

      GNMA:  Government National Mortgage Association and its successors.

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

      High Cost Loan:  A Mortgage  Loan  classified  as (a) a "high cost" loan
under the Home  Ownership and Equity  Protection Act of 1994, (b) a "high cost
home," "threshold,"  "covered,"  (excluding New Jersey "Covered Home Loans" as
that term is defined in clause (1) of the  definition  of that term in the New
Jersey Home Ownership  Security Act of 2002 that are first lien purchase money
Mortgage Loans originated  between November 26, 2003, and July 7, 2004), "high
risk home,"  "predatory"  or similar  loan under any other  applicable  state,
federal  or local  law or (c) a  Mortgage  Loan  categorized  as  "High  Cost"
pursuant  to the  Standard  & Poor's  Glossary  for File  Format  for  LEVELS(R)
Version 5.6c, Appendix E, revised August 1, 2005.


                                       4
(page)

      HUD: The United States  Department of Housing and Urban  Development and
its successors.

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

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

      LGC:  Loan  Guaranty  Certificate  issued by the VA as a guarantee  that
the federal government will repay to the lender a specified  percentage of the
loan balance in the event of the borrower's default.

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

      Lender Paid Mortgage Insurance Policy or LPMI Policy: A PMI  Policy  for
which the Company pays all premiums from its own funds, without reimbursement.

      Loan-to-Value  Ratio or LTV:  With  respect to any  Mortgage  Loan,  the
ratio of the  original  loan amount of the  Mortgage  Loan at its  origination
(unless otherwise indicated) to the Appraised Value of the Mortgaged Property.

      MIC:  Mortgage  Insurance  Certificate  issued by HUD/FHA or copy of the
FHA Case  Query  screen  print  from the FHA  Connection  as  evidence  that a
mortgage  has been  insured and that a contract of mortgage  insurance  exists
between HUD/FHA and the lender.

      Monthly   Advance:   The  portion  of  each  Monthly   Payment  that  is
delinquent  with respect to each Mortgage Loan at the close of business on the
Determination  Date required to be advanced by the Company pursuant to Section
5.03 on the Business Day  immediately  preceding  the  Remittance  Date of the
related month.

      Monthly  Payment:   The  scheduled  monthly  payment  of  principal  and
interest on a Mortgage Loan.

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


                                       5
(page)

      Mortgage  File:  The items  pertaining  to a  particular  Mortgage  Loan
referred  to in  Exhibit  B  annexed  hereto,  and  any  additional  documents
required to be added to the Mortgage File pursuant to this Agreement.

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

      Mortgage  Interest  Rate:  The  annual  rate  of  interest  borne  on  a
Mortgage Note in accordance with the provisions of the Mortgage Note.

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

      Mortgage Loan  Documents:  With respect to a Mortgage Loan, the original
related  Mortgage  Note with  applicable  addenda  and  riders,  the  original
related  Mortgage and the  originals of any required  addenda and riders,  the
original related Assignment of Mortgage and any original  intervening  related
Assignments  of Mortgage,  the original  related  title  insurance  policy and
evidence of the related PMI Policy, MIC or LCG, if any.

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

      Mortgage Loan  Schedule:  A schedule of Mortgage Loans annexed hereto as
Exhibit A, such schedule setting forth the following  information with respect
to each Mortgage  Loan: (1) the Company's  Mortgage Loan number;  (2) the city
state and zip code of the Mortgaged  Property;  (3) a code indicating  whether
the Mortgaged  Property is a single family  residence,  two-family  residence,
three-family  residence,  four-family residence,  PUD or Condominium;  (4) the
current  Mortgage  Interest Rate; (5) the Mortgage Loan  Remittance  Rate; (6)
the current Monthly  Payment;  (7) the Gross Margin;  (8) the original term to
maturity;  (9) the scheduled  maturity date; (10) the principal balance of the
Mortgage Loan as of the Cut-off Date after  deduction of payments of principal
due on or  before  the  Cut-off  Date  whether  or  not  collected;  (11)  the
Loan-to-Value;  (12) the next  Adjustment  Date;  (13) the  lifetime  Mortgage
Interest Rate cap; (14) whether the Mortgage Loan is  convertible or not; (15)
a  code  indicating  the  mortgage  guaranty  insurance  company;   (16)  code
indicating  whether  the  loan  is  subject  to a  LPMI  Policy;  (17)  a code
indicating  whether  the  Mortgage  Loan  has  balloon  payments  and (18) the
Servicing Fee Rate.

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


                                       6
(page)

      Mortgaged  Property:  The real property  securing  repayment of the debt
evidenced by a Mortgage Note.

      Mortgagor:  The obligor on a Mortgage Note.

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

      Opinion  of  Counsel:  A  written  opinion  of  counsel,  who  may be an
employee of the Company, reasonably acceptable to the Purchaser.

            Periodic  Interest Rate Cap: As to each  adjustable  rate Mortgage
Loan,  the maximum  increase or decrease in the Mortgage  Interest Rate on any
Adjustment Date.

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

      PMI Policy:  A policy of primary mortgage  guaranty  insurance issued by
a Qualified  Insurer,  as required by this  Agreement  with respect to certain
Mortgage Loans.
       Prepayment  Penalty:  Payments  calculated pursuant to the underwriting
guidelines  of the  Company  and due on a  Mortgage  Loan as the  result  of a
Principal  Prepayment in full of the Mortgage  Loan, not otherwise due thereon
in respect of principal or interest,  which are intended to be a  disincentive
to prepayment.

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

      Principal  Prepayment:  Any payment or other  recovery of principal on a
Mortgage  Loan  which is  received  in  advance  of its  scheduled  Due  Date,
including  any  Prepayment  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.

      Principal  Prepayment  Period:  The month  preceding  the month in which
the related Remittance Date occurs.

      Purchaser:  EMC  Mortgage  Corporation  or its  successor in interest or
any successor to the Purchaser under this Agreement as herein provided.

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


                                       7
(page)

      Qualified  Depository:  A deposit account or accounts  maintained with a
federal or state  chartered  depository  institution the deposits in which are
insured  by the FDIC to the  applicable  limits and the  short-term  unsecured
debt  obligations of which (or, in the case of a depository  institution  that
is  a  subsidiary  of  a  holding  company,   the  short-term  unsecured  debt
obligations  of such  holding  company)  are  rated A-1 by  Standard  & Poor's
Ratings Group or Prime-1 by Moody's Investors  Service,  Inc. (or a comparable
rating if another  rating  agency is  specified  by the  Purchaser  by written
notice to the Company) at the time any deposits are held on deposit therein.

      Qualified   Insurer:   A  mortgage   guaranty   insurance  company  duly
authorized and licensed where  required by law to transact  mortgage  guaranty
insurance business and approved as an insurer by the Agencies.

      Rating Agencies:  Any nationally  recognized  statistical rating agency,
or its  successor,  including  Standard  & Poor's  Ratings  Services,  Moody's
Investors Service, Inc. and Fitch Ratings.

      Reconstitution:  Any Securitization Transaction or Whole Loan Transfer.

      Reconstitution  Agreement:  The agreement or agreements  entered into by
the  Company  and  the   Purchaser   and/or   certain  third  parties  on  the
Reconstitution  Date or Dates with respect to any or all of the Mortgage Loans
serviced   hereunder,   in   connection   with  a  Whole  Loan   Transfer   or
Securitization Transaction.

      Reconstitution  Date:  The  date  on  which  any or all of the  Mortgage
Loans  serviced  under this  Agreement may be removed from this  Agreement and
reconstituted as part of an Agency Sale,  Securitization  Transaction or Whole
Loan Transfer pursuant to Section 9.01 hereof. The  Reconstitution  Date shall
be such date which the Purchaser shall designate.

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


                                       8
(page)

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

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

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

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

      REO Disposition  Proceeds:  All amounts  received with respect to an REO
Disposition pursuant to Section 4.16.

      REO  Property:  A Mortgaged  Property  acquired by the Company on behalf
of the Purchaser  through  foreclosure or by deed in lieu of  foreclosure,  as
described in Section 4.16.

      Repurchase  Price:  Unless  agreed  otherwise by the  Purchaser  and the
Company,  a price equal to (i) the Stated  Principal  Balance of the  Mortgage
Loan plus (ii) interest on such Stated Principal  Balance at the Mortgage Loan
Remittance  Rate  from the  date on which  interest  has  last  been  paid and
distributed  to the Purchaser  through the last day of the month in which such
repurchase  takes place,  less amounts received or advanced in respect of such
repurchased  Mortgage Loan which are being held in the  Custodial  Account for
distribution in the month of repurchase.

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

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

      Servicer:  As defined in Section 9.01(e)(iii).

      Servicing  Advances:  All  customary,  reasonable  and necessary "out of
pocket" costs and expenses other than Monthly Advances  (including  reasonable
attorney's fees and disbursements)  incurred in the performance by the Company
of its servicing obligations,  including,  but not limited to, the cost of (a)
the preservation,  restoration and protection of the Mortgaged  Property,  (b)
any  enforcement  or judicial  proceedings,  including  foreclosures,  (c) the
management and  liquidation  of any REO Property and (d)  compliance  with the
obligations under Section 4.08.


                                       9
(page)

      Servicing Criteria:  The "servicing  criteria" set forth in Item 1122(d)
of Regulation AB, as such may be amended from time to time.

      Servicing  Fee:  With respect to each Mortgage  Loan,  the amount of the
annual fee the Purchaser shall pay to the Company,  which shall,  for a period
of one  full  month,  be  equal  to  one-twelfth  of the  product  of (a)  the
Servicing Fee Rate and (b) the outstanding  principal balance of such Mortgage
Loan.  Such fee shall be payable  monthly,  computed  on the basis of the same
principal  amount and period  respecting which any related interest payment on
a Mortgage  Loan is  received.  The  obligation  of the  Purchaser  to pay the
Servicing  Fee is limited to, and the  Servicing  Fee is payable  solely from,
the interest  portion  (including  recoveries  with  respect to interest  from
Liquidation  Proceeds,  to the  extent  permitted  by  Section  4.05)  of such
Monthly  Payment  collected by the Company,  or as  otherwise  provided  under
Section  4.05.  The  Servicing  Fee shall not be  reduced by the amount of any
guaranty fee charged by GNMA.

      Servicing Fee Rate: 0.250% per annum for each Mortgage Loan.

      Servicing  File:  With respect to each Mortgage  Loan, the file retained
by the Company  consisting  of originals of all documents in the Mortgage File
which are not  delivered  to the  Custodian  and copies of the  Mortgage  Loan
Documents  listed  in the  Custodial  Agreement  the  originals  of which  are
delivered to the Custodian pursuant to Section 2.03.

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

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

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

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

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


                                      10
(page)

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

      VA:  The  United  States   Department   of  Veterans   Affairs  and  its
successors.

      Whole  Loan  Transfer:  Any  sale  or  transfer  of  some  or all of the
Mortgage  Loans by the  Purchaser to a third party,  which sale or transfer is
not a Securitization Transaction or Agency Sale.

      Whole Loan Transfer  Date:  The date on which any or all of the Mortgage
Loans serviced under this Agreement  shall be sold by the Purchaser as part of
a Whole Loan Transfer pursuant to Section 9.01 hereof.


                                      11
(page)

                                  ARTICLE II

    CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND
             RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS

Section 2.01      Conveyance of Mortgage Loans; Possession of Mortgage Files;
                   Maintenance of Servicing Files.

      The  Company,  simultaneously  with the  execution  and delivery of this
Agreement,  does hereby  sell,  transfer,  assign,  set over and convey to the
Purchaser,  without recourse, but subject to the terms of this Agreement,  all
the right,  title and  interest of the Company in and to the  Mortgage  Loans.
Pursuant  to Section  2.03,  the  Company  has  delivered  the  Mortgage  Loan
Documents to the Custodian.

      The contents of each  Mortgage  File not  delivered to the Custodian are
and shall be held in trust by the Company for the benefit of the  Purchaser as
the owner thereof.  The Company shall maintain a Servicing File  consisting of
a copy of the  contents  of  each  Mortgage  File  and  the  originals  of the
documents  in  each  Mortgage  File  not  delivered  to  the  Custodian.   The
possession  of  each  Servicing  File  by the  Company  is at the  will of the
Purchaser for the sole purpose of servicing  the related  Mortgage  Loan,  and
such  retention  and  possession  by the  Company is in a  custodial  capacity
only.  Upon the sale of the  Mortgage  Loans the  ownership  of each  Mortgage
Note,  the related  Mortgage and the related  Mortgage File and Servicing File
shall vest immediately in the Purchaser,  and the ownership of all records and
documents with respect to the related  Mortgage Loan prepared by or which come
into the  possession  of the Company shall vest  immediately  in the Purchaser
and shall be retained and maintained by the Company,  in trust, at the will of
the Purchaser and only in such custodial  capacity.  The Company shall release
its custody of the  contents of any  Servicing  File only in  accordance  with
written  instructions  from the Purchaser,  unless such release is required as
incidental  to  the  Company's  servicing  of  the  Mortgage  Loans  or  is in
connection  with a repurchase of any Mortgage Loan pursuant to Section 3.03 or
6.02. All such costs  associated  with the release,  transfer and  re-delivery
to the Company shall be the responsibility of the Purchaser.

Section 2.02      Books and Records; Transfers of Mortgage Loans.

      From and  after  the sale of the  Mortgage  Loans to the  Purchaser  all
rights  arising out of the  Mortgage  Loans  including  but not limited to all
funds received on or in connection with the Mortgage Loans,  shall be received
and held by the Company in trust for the benefit of the  Purchaser as owner of
the Mortgage  Loans,  and the Company shall retain record title to the related
Mortgages  for  the  sole  purpose  of  facilitating  the  servicing  and  the
supervision of the servicing of the Mortgage Loans.


                                      12
(page)

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

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

      The  Company  shall keep at its  servicing  office  books and records in
which,  subject  to  such  reasonable  regulations  as it may  prescribe,  the
Company  shall note  transfers  of Mortgage  Loans.  No transfer of a Mortgage
Loan  may be made  unless  such  transfer  is in  compliance  with  the  terms
hereof.  For the  purposes of this  Agreement,  the Company  shall be under no
obligation  to deal with any  person  with  respect to this  Agreement  or the
Mortgage  Loans  unless the books and records show such person as the owner of
the  Mortgage  Loan.  The  Purchaser  may,   subject  to  the  terms  of  this
Agreement,  sell  and  transfer  one  or  more  of  the  Mortgage  Loans.  The
Purchaser  also shall  advise the  Company of the  transfer.  Upon  receipt of
notice of the  transfer,  the  Company  shall  mark its books and  records  to
reflect  the  ownership  of the  Mortgage  Loans of such  assignee,  and shall
release the previous Purchaser from its obligations  hereunder with respect to
the Mortgage Loans sold or transferred.  If the Company receives  notification
of a transfer,  including a final loan  schedule,  less than five (5) Business
Days before the last Business Day of the month,  the Company's duties to remit
and report to the new  purchaser(s)  as required by Section 5 shall begin with
next Due Period.

Section 2.03      Delivery of Documents.

      The  Company  has  delivered  to  the  Custodian   those  Mortgage  Loan
Documents as required by this Agreement with respect to each Mortgage Loan.

      The  Custodian  has  certified  its  receipt of all such  Mortgage  Loan
Documents  required to be delivered pursuant to the Custodial  Agreement.  The
Company  will be  responsible  for  fees  and  expenses  with  respect  to the
delivery of those  Mortgage Loan Documents  required to be delivered  pursuant
to this  Agreement.  The Company will be responsible for the fees and expenses
related  to  the  recording  of  the  initial  Assignment  of  Mortgage.   The
Purchaser will be responsible for the fees and expenses of the Custodian.


                                      13
(page)

      After the Closing Date,  the Company shall deliver to the Custodian each
of the  documents  described  in  Exhibit  B, not  delivered  pursuant  to the
Agreement.  Provided  however,  within  150 days from the  Closing  Date,  the
Company  shall  deliver to the  Custodian,  the evidence of the MIC or LGC, as
applicable,  or an Officer's  Certificate,  which shall (i) state that the MIC
or LGC has not been  delivered to the  Custodian  due solely to a delay by the
insuring  agency,  (ii) state the  amount of time  generally  required  by the
insuring  agency to process the evidence of the MIC or LGC, and (iii)  specify
the date the MIC or LGC will be delivered to the  Purchaser.  The Company will
be required to deliver the evidence of the MIC or LGC to the  Custodian by the
date  specified  in (iii) above.  An extension of the date  specified in (iii)
above  may be  requested  from  the  Custodian,  which  consent  shall  not be
unreasonably withheld.

      The  Company  shall  forward  to  the   Custodian   original   documents
evidencing  an  assumption,  modification,  consolidation  or extension of any
Mortgage Loan entered into in accordance  with Section 4.01 or 6.01 within one
week of their  execution,  provided,  however,  that the Company shall provide
the Custodian  with a certified  true copy of any such document  submitted for
recordation  within  ten (10) days of its  execution,  and shall  provide  the
original of any document  submitted for recordation or a copy of such document
certified  by  the  appropriate  public  recording  office  to be a  true  and
complete  copy  of the  original  within  sixty  days  of its  submission  for
recordation.

      In the event the public  recording  office is delayed in  returning  any
original document,  the Company shall deliver to the Custodian within 240 days
of its  submission for  recordation,  a copy of such document and an Officer's
Certificate,  which shall (i) identify the recorded document;  (ii) state that
the recorded  document has not been delivered to the Custodian due solely to a
delay  by the  public  recording  office,  (iii)  state  the  amount  of  time
generally  required by the applicable  recording office to record and return a
document  submitted for recordation,  and (iv) specify the date the applicable
recorded  document  will be  delivered to the  Custodian.  The Company will be
required to deliver the  document to the  Custodian  by the date  specified in
(iv)  above.  An  extension  of  the  date  specified  in  (iv)  above  may be
requested  from  the  Purchaser,  which  consent  shall  not  be  unreasonably
withheld.

                                 ARTICLE III

              REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH

Section 3.01      Company Representations and Warranties.

      The Company hereby  represents and warrants to the Purchaser that, as of
the Closing Date:


                                      14
(page)

      (a)   Due Organization and Authority.

            The  Company is a national  banking  association  duly  organized,
            validly  existing  and in  good  standing  under  the  laws of the
            United  States  and has all  licenses  necessary  to  carry on its
            business as now being conducted and is licensed,  qualified and in
            good standing in each state where a Mortgaged  Property is located
            if the laws of such state require  licensing or  qualification  in
            order to conduct  business of the type  conducted  by the Company,
            and in any event the  Company  is in  compliance  with the laws of
            any  such   state  to  the   extent   necessary   to  ensure   the
            enforceability  of the related  Mortgage Loan and the servicing of
            such  Mortgage   Loan  in  accordance   with  the  terms  of  this
            Agreement;  the  Company  has the  full  power  and  authority  to
            execute and deliver this  Agreement  and to perform in  accordance
            herewith;   the  execution,   delivery  and  performance  of  this
            Agreement  (including all  instruments of transfer to be delivered
            pursuant to this  Agreement)  by the Company and the  consummation
            of  the  transactions  contemplated  hereby  have  been  duly  and
            validly authorized;  this Agreement  evidences the valid,  binding
            and  enforceable  obligation  of the  Company;  and all  requisite
            action has been taken by the Company to make this Agreement  valid
            and binding upon the Company in accordance with its terms;

      (b)   Ordinary Course of Business.

            The  consummation  of  the   transactions   contemplated  by  this
            Agreement  are in the ordinary  course of business of the Company,
            who is in the  business of selling and  servicing  loans,  and the
            transfer,  assignment and conveyance of the Mortgage Notes and the
            Mortgages  by the  Company  pursuant  to  this  Agreement  are not
            subject to the bulk transfer or any similar  statutory  provisions
            in effect in any applicable jurisdiction;

      (c)   No Conflicts.

            Neither  the  execution  and  delivery  of  this  Agreement,   the
            acquisition of the Mortgage Loans by the Company,  the sale of the
            Mortgage Loans to the Purchaser or the  transactions  contemplated
            hereby,  nor the  fulfillment of or compliance  with the terms and
            conditions  of this  Agreement  will  conflict with or result in a
            breach of any of the terms,  articles of  incorporation or by-laws
            or any legal  restriction  or any agreement or instrument to which
            the Company is now a party or by which it is bound,  or constitute
            a  default  or  result  in  the   violation  of  any  law,   rule,
            regulation,  order, judgment or decree to which the Company or its
            property is subject,  or impair the  ability of the  Purchaser  to
            realize  on  the  Mortgage  Loans,  or  impair  the  value  of the
            Mortgage Loans;

      (d)   Ability to Service.

            The  Company  is  an  approved   seller/servicer   of  residential
            mortgage loans for the Agencies, with the facilities,  procedures,
            and  experienced  personnel  necessary for the sound  servicing of
            mortgage  loans  of the  same  type  as the  Mortgage  Loans.  The
            Company is in good standing to sell mortgage  loans to and service
            mortgage  loans  for the  Agencies,  and no  event  has  occurred,
            including  but not  limited  to a change  in  insurance  coverage,
            which  would make the Company  unable to comply with the  Agencies
            eligibility  requirements  or which would require  notification to
            the Agencies;


                                      15
(page)

      (e)   Reasonable Servicing Fee.

            The  Company  acknowledges  and  agrees  that  the  Servicing  Fee
            represents  reasonable  compensation  for performing such services
            and  that  the  entire  Servicing  Fee  shall  be  treated  by the
            Company, for accounting and tax purposes,  as compensation for the
            servicing and  administration  of the Mortgage  Loans  pursuant to
            this Agreement;

      (f)   Ability to Perform.

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

      (g)   No Litigation Pending.

            There is no action, suit,  proceeding or investigation  pending or
            threatened  against the Company which,  either in any one instance
            or in the aggregate,  may result in any material adverse change in
            the  business,  operations,  financial  condition,  properties  or
            assets of the Company,  or in any material impairment of the right
            or ability of the Company to carry on its  business  substantially
            as now conducted,  or in any material liability on the part of the
            Company,  or which would draw into  question  the validity of this
            Agreement  or the  Mortgage  Loans or of any action taken or to be
            contemplated   herein,   or  which   would  be  likely  to  impair
            materially  the ability of the Company to perform  under the terms
            of this Agreement;

      (h)   No Consent Required.

            No  consent,  approval,  authorization  or order  of any  court or
            governmental  agency  or  body  is  required  for  the  execution,
            delivery and  performance  by the Company of or  compliance by the
            Company with this  Agreement or the sale of the Mortgage  Loans as
            evidenced by the consummation of the transactions  contemplated by
            this  Agreement,  or if required,  such approval has been obtained
            prior to the Closing Date;

      (i)   No Untrue Information.


                                      16
(page)

            Neither  this  Agreement  nor  any  statement,   report  or  other
            document  furnished or to be furnished  pursuant to this Agreement
            or  in  connection  with  the  transactions   contemplated  hereby
            contains  any  untrue  statement  of fact or omits to state a fact
            necessary to make the statements contained therein not misleading;

      (j)   Sale Treatment.

            The Company has  determined  that the  disposition of the Mortgage
            Loans  pursuant to this  Agreement will be afforded sale treatment
            for accounting and tax purposes;

      (k)   No Material Change.

            There  has  been  no  material  adverse  change  in the  business,
            operations,  financial  condition  or assets of the Company  since
            the date of the Company's most recent financial statements; and

      (l)   No Brokers' Fees.

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

Section 3.02      Representations   and   Warranties    Regarding   Individual
                  Mortgage Loans.

      As to each Mortgage Loan, the Company hereby  represents and warrants to
the Purchaser that as of the Closing Date:

      (a)   Mortgage Loans as Described.

            The information  set forth in the Mortgage Loan Schedule  attached
            hereto as Schedule I is true and correct;

      (b)   No Outstanding Charges.

            All taxes,  governmental  assessments,  insurance premiums, water,
            sewer and  municipal  charges,  which  previously  became  due and
            owing have been paid,  or an escrow of funds has been  established
            for  every  such  item  which  remains  unpaid  and which has been
            assessed but is not yet due and payable;

      (c)   Original Terms Unmodified.

            The  terms  of the  Mortgage  Note  and  Mortgage  have  not  been
            impaired,  waived, altered or modified in any respect, except by a
            written  instrument  which  has been  recorded,  if  necessary  to
            protect  the  interests  of  the  Purchaser  and  which  has  been
            delivered  to the  Custodian.  The  substance  of any such waiver,
            alteration  or  modification  has been  approved by FHA, VA or the
            issuer of any  related  PMI policy and the title  insurer,  to the
            extent required by the policy,  and its terms are reflected on the
            Mortgage Loan Schedule.  No Mortgagor has been released,  in whole
            or in part,  except in  connection  with an  assumption  agreement
            approved  by the  issuer  of the  guaranty  certificate  or of any
            related Primary  Mortgage  Insurance policy and the title insurer,
            to the extent  required  by the policy or Agency  guidelines,  and
            which assumption  agreement is part of the Mortgage File delivered
            to the  Custodian  and the  terms of which  are  reflected  in the
            Mortgage Loan Schedule;


                                      17
(page)

      (d)   No Defenses.

            The  Mortgage  Loan is not  subject  to any  right of  rescission,
            set-off,  counterclaim or defense,  including  without  limitation
            the defense of usury,  nor will the  operation of any of the terms
            of the  Mortgage  Note or the  Mortgage,  or the  exercise  of any
            right thereunder,  render either the Mortgage Note or the Mortgage
            unenforceable,  in whole or in part,  or  subject  to any right of
            rescission,  set-off,  counterclaim or defense,  including without
            limitation the defense of usury,  and no such right of rescission,
            set-off,  counterclaim  or defense has been  asserted with respect
            thereto;

      (e)   No Satisfaction of Mortgage.

            The Mortgage has not been  satisfied,  canceled,  subordinated  or
            rescinded,  in whole or in part,  and the  Mortgaged  Property has
            not been released  from the lien of the  Mortgage,  in whole or in
            part, nor has any  instrument  been executed that would effect any
            such release, cancellation, subordination or rescission;

      (f)   Validity of Mortgage Documents.

            The  Mortgage  Note and the  Mortgage  and related  documents  are
            genuine,  and each is the legal,  valid and binding  obligation of
            the maker thereof  enforceable in accordance  with its terms.  All
            parties to the Mortgage  Note and the Mortgage had legal  capacity
            to enter into the  Mortgage  Loan and to execute  and  deliver the
            Mortgage  Note and the  Mortgage,  and the  Mortgage  Note and the
            Mortgage have been duly and properly executed by such parties;

      (g)   No Fraud.

            All the documents  executed in  connection  with the Mortgage Loan
            including,  but not limited to, the Mortgage Note and the Mortgage
            are free of fraud  and any  misrepresentation,  are  signed by the
            persons  they  purport  to be  signed  by,  and  witnessed  or, as
            appropriate,  notarized by the persons whose signatures  appear as
            witnesses  or notaries,  and each such  document  constitutes  the
            valid and  binding  legal  obligation  of the  signatories  and is
            enforceable in accordance with its terms;

      (h)   Compliance with Applicable Laws.


                                      18
(page)

            Any and all  requirements  of any  applicable  federal,  state  or
            local law including, without limitation, usury,  truth-in-lending,
            real estate  settlement  procedures,  consumer credit  protection,
            equal  credit  opportunity,  disclosure,  or  predatory  and abuse
            lending laws  applicable  to the Mortgage  Loan have been complied
            with, and the Company shall maintain in its possession,  available
            for  the  Purchaser's   inspection,   and  shall  deliver  to  the
            Purchaser  upon  demand,  evidence  of  compliance  with  all such
            requirements; All inspections,  licenses and certificates required
            to be made or issued with respect to all occupied  portions of the
            Mortgaged  Property  and, with respect to the use and occupancy of
            the same,  including but not limited to  certificates of occupancy
            and fire  underwriting  certificates,  have been made or  obtained
            from the appropriate authorities;

      (i)   Location and Type of Mortgaged Property.

            The Mortgaged  Property is located in the state  identified in the
            Mortgage  Loan  Schedule and  consists of a  contiguous  parcel of
            real property  with a detached  single  family  residence  erected
            thereon,  or a two-  to  four-family  dwelling,  or an  individual
            condominium  unit  in a  condominium  project,  or a  manufactured
            dwelling,  or an individual unit in a planned unit  development or
            a townhouse,  provided,  however,  that any condominium project or
            planned unit  development  shall conform to the applicable  Agency
            requirements,  or the  underwriting  guidelines  of  the  Company,
            regarding  such  dwellings.  As of the  respective  appraisal date
            for each  Mortgaged  Property,  any Mortgaged  Property being used
            for commercial  purposes  conforms to the underwriting  guidelines
            of the Company and, to the best of the Company's knowledge,  since
            the date of such appraisal,  no portion of the Mortgaged  Property
            has been used for  commercial  purposes  outside of the  Company's
            underwriting guidelines;

      (j)   Valid First Lien.

            The Mortgage is a valid,  subsisting and enforceable first lien on
            the Mortgaged  Property,  including all buildings on the Mortgaged
            Property  and  all  installations   and  mechanical,   electrical,
            plumbing,  heating  and air  conditioning  systems  located  in or
            annexed to such  buildings,  and all  additions,  alterations  and
            replacements  made at any time with respect to the foregoing.  The
            lien of the Mortgage is subject only to:

                  (1)   the  lien  of   current   real   property   taxes  and
                        assessments not yet due and payable;

                  (2)   covenants,  conditions  and  restrictions,  rights  of
                        way,  easements and other matters of the public record
                        as of the date of  recording  acceptable  to  mortgage
                        lending   institutions   generally  and   specifically
                        referred to in the  lender's  title  insurance  policy
                        delivered to the  originator  of the Mortgage Loan and
                        (i)  referred  to  or  otherwise   considered  in  the
                        appraisal  made  for the  originator  of the  Mortgage
                        Loan  and  (ii)  which  do not  adversely  affect  the
                        Appraised  Value of the  Mortgaged  Property set forth
                        in such appraisal; and


                                      19
(page)

                  (3)   other  matters to which like  properties  are commonly
                        subject  which do not  materially  interfere  with the
                        benefits  of the  security  intended to be provided by
                        the   mortgage  or  the  use,   enjoyment,   value  or
                        marketability of the related Mortgaged Property.

            Any security  agreement,  chattel mortgage or equivalent  document
            related to and  delivered in  connection  with the  Mortgage  Loan
            establishes and creates a valid,  subsisting and enforceable first
            lien  and  first  priority   security  interest  on  the  property
            described  therein  and the  Company  has  full  right to sell and
            assign the same to the Purchaser.

      (k)   Full Disbursement of Proceeds.

            The  proceeds  of the  Mortgage  Loan have been  fully  disbursed,
            except for escrows  established or created due to seasonal weather
            conditions,  and  there  is no  requirement  for  future  advances
            thereunder.  All costs,  fees and  expenses  incurred in making or
            closing the Mortgage  Loan and the  recording of the Mortgage were
            paid,  and the  Mortgagor  is not  entitled  to any  refund of any
            amounts paid or due under the Mortgage Note or Mortgage;

      (l)   Ownership.

            The  Company  is the  sole  owner  of  record  and  holder  of the
            Mortgage  Loan and the related  Mortgage Note and the Mortgage are
            not assigned or pledged,  and the Company has good and  marketable
            title  thereto and has full right and  authority  to transfer  and
            sell  the  Mortgage  Loan  to  the   Purchaser.   The  Company  is
            transferring  the  Mortgage  Loan  free  and  clear of any and all
            encumbrances,  liens, pledges, equities,  participation interests,
            claims,  charges or security  interests of any nature  encumbering
            such Mortgage Loan;

      (m)   Origination/Doing Business.

            The  Mortgage   Loan  was   originated   by  a  savings  and  loan
            association,  a savings  bank, a commercial  bank, a credit union,
            an insurance company,  or similar  institution which is supervised
            and  examined  by a federal or state  authority  or by a mortgagee
            approved  by  the  Secretary  of  Housing  and  Urban  Development
            pursuant to Sections 203 and 211 or the National  Housing Act. All
            parties which have had any interest in the Mortgage Loan,  whether
            as mortgagee,  assignee, pledgee or otherwise, are (or, during the
            period in which they held and  disposed  of such  interest,  were)
            (1)  in  compliance   with  any  and  all   applicable   licensing
            requirements  of the  laws  of the  state  wherein  the  Mortgaged
            Property  is  located,  and (2)  organized  under the laws of such
            state,  or (3)  qualified  to do business  in such  state,  or (4)
            federal  savings and loan  associations  or national  banks having
            principal  offices in such  state,  or (5) not doing  business  in
            such state;


                                      20
(page)

      (n)   Primary Mortgage Insurance.

            With respect to any Mortgage  Loan subject to a PMI Policy or LPMI
            Policy as indicated on the Mortgage Loan Schedule,  all provisions
            of such  PMI  Policy  or  LPMI  Policy  have  been  and are  being
            complied  with,  such policy is in full force and effect,  and all
            premiums  due  thereunder   have  been  paid.  Any  Mortgage  Loan
            subject to a PMI Policy or LPMI Policy  obligates the Mortgagor or
            the Company, as applicable,  thereunder to maintain the PMI Policy
            or LPMI Policy and to pay all premiums  and charges in  connection
            therewith.  The Mortgage  Interest  Rate for the Mortgage  Loan as
            set  forth  on the  Mortgage  Loan  Schedule  is  net of any  such
            insurance premium;

      (o)   FHA Insurance/VA Guaranty.

            Each  FHA  Mortgage  Loan,  is  fully-insured  by the  FHA,  which
            insurance is in full force and effect,  and the  Mortgage  Loan is
            not subject to any defect  which would  diminish or impair the FHA
            insurance,  and all prior transfers,  if any, of the Mortgage Loan
            have  been,  and the  transactions  herein  contemplated  are,  in
            compliance with the FHA regulations,  and no  circumstances  exist
            with respect to the FHA Mortgage  Loans which would permit the FHA
            to deny coverage under the FHA insurance; and

            Each VA Mortgage Loan is  guaranteed by the VA, which  guaranty is
            in full force and effect,  and the Mortgage Loan is not subject to
            any defect which would  diminish or impair the VA guaranty  (other
            than a potential  valuation of the  mortgaged  property),  and all
            prior  transfers,  if any, of the Mortgage Loan have been, and the
            transactions  herein  contemplated  are, in compliance with the VA
            regulations,  and no  circumstances  exist with  respect to the VA
            Mortgage  Loan which would  permit the VA to deny  coverage  under
            the VA guaranty;

      (p)   Title Insurance.

            The Mortgage Loan is covered by an ALTA lender's  title  insurance
            policy  (or  in  the  case  of  any  Mortgage  Loan  secured  by a
            Mortgaged  Property located in a jurisdiction  where such policies
            are  generally  not  available,  an opinion of counsel of the type
            customarily  rendered  in  such  jurisdiction  in  lieu  of  title
            insurance)  or  other  generally  acceptable  form  of  policy  of
            insurance  acceptable to the  Agencies,  issued by a title insurer
            acceptable  to the  Agencies  and  qualified to do business in the
            jurisdiction  where the  Mortgaged  Property is located,  insuring
            the Company,  its successors and assigns, as to the first priority
            lien of the  Mortgage  in the  original  principal  amount  of the
            Mortgage  Loan,  subject  only  to  the  exceptions  contained  in
            clauses (1), (2) and (3) of paragraph  (xi) of this Section  3(b).
            The Company is the sole insured of such lender's  title  insurance
            policy,  and such lender's title insurance policy is in full force
            and effect and will be in force and effect  upon the  consummation
            of the  transactions  contemplated  by this  Agreement.  No claims
            have been made under such lender's title insurance policy,  and no
            prior holder of the Mortgage,  including the Company, has done, by
            act or omission,  anything which would impair the coverage of such
            lender's title insurance policy;


                                      21
(page)

      (q)   No Mechanics' Liens.

            There are no  mechanics'  or  similar  liens or claims  which have
            been  filed  for  work,  labor  or  material  (and no  rights  are
            outstanding  that  under  the law could  give rise to such  liens)
            affecting  the  related  Mortgaged  Property  which  are or may be
            liens  prior  to,  or equal or  coordinate  with,  the lien of the
            related  Mortgage  which  are not  insured  against  by the  Title
            Insurance policy referenced in Section (p) above;

      (r)   Location of Improvements; No Encroachments.

            Except  as  insured   against  by  the  Title   Insurance   policy
            referenced  in Section  (p)  above,  all  improvements  which were
            considered in  determining  the  Appraised  Value of the Mortgaged
            Property   lay  wholly   within  the   boundaries   and   building
            restriction  lines of the Mortgaged  Property and no  improvements
            on adjoining  properties encroach upon the Mortgaged Property.  No
            improvement  located on or being part of the Mortgaged Property is
            in violation of any applicable zoning law or regulation;

      (s)   Customary Provisions.

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

      (t)   Occupancy of the Mortgaged Property.

            As  of  the  date  of  origination,  the  Mortgaged  Property  was
            lawfully occupied under applicable law.

      (u)   No Additional Collateral.

            The  Mortgage  Note  is  not  and  has  not  been  secured  by any
            collateral,  pledged  account or other security except the lien of
            the  corresponding  Mortgage  and  the  security  interest  of any
            applicable  security  agreement or chattel mortgage referred to in
            (j) above;


                                      22
(page)

      (v)   Deeds of Trust.

            In the event the Mortgage  constitutes a deed of trust, a trustee,
            duly  qualified  under  applicable  law to serve as such, has been
            properly  designated  and  currently so serves and is named in the
            Mortgage,  and no fees or expenses  are or will become  payable by
            the  Mortgagee to the trustee  under the deed of trust,  except in
            connection with a trustee's sale after default by the Mortgagor;

      (w)   Transfer of Mortgage Loans.

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

      (x)   Mortgaged Property Undamaged.

            The Mortgaged Property is undamaged by water, fire,  earthquake or
            earth movement,  windstorm, flood, tornado or other casualty so as
            to  affect  adversely  the  value  of the  Mortgaged  Property  as
            security for the  Mortgage  Loan or the use for which the premises
            was intended;

      (y)   Collection Practices; Escrow Deposits.

            The origination and collection  practices used with respect to the
            Mortgage  Loan  have been in  accordance  with  Prudent  Servicing
            Practices,  and  have  been in all  material  respects  legal  and
            proper.  All Escrow Items have been  collected in full  compliance
            with state and federal  law. An escrow of funds is not  prohibited
            by applicable  law and has been  established to pay for every item
            that remains  unpaid and has been  assessed but is not yet due and
            payable.  No escrow  deposits or Escrow Items or other  charges or
            payments due the Company have been capitalized  under the Mortgage
            Note;

      (z)   No Condemnation.

            To  the  best  of  Company's  knowledge,  there  is no  proceeding
            pending or  threatened  for the total or partial  condemnation  of
            the related Mortgaged Property;

      (aa)  The Appraisal.

            The Mortgage File  contains an appraisal of the related  Mortgaged
            Property by an appraiser who had no interest,  direct or indirect,
            in the  Mortgaged  Property  or in any loan  made on the  security
            thereof;  and whose  compensation  is not affected by the approval
            or  disapproval  of the Mortgage  Loan,  and the appraisal and the
            appraiser both satisfy the applicable  requirements of Title XI of
            the Financial  Institution Reform,  Recovery,  and Enforcement Act
            of 1989  and the  regulations  promulgated  thereunder,  all as in
            effect on the date the Mortgage Loan was originated;


                                      23
(page)

      (bb)  Insurance.

            The Mortgaged  Property  securing each Mortgage Loan is insured by
            an insurer  acceptable  to the  Agencies  against loss by fire and
            such  hazards as are covered  under a standard  extended  coverage
            endorsement,  in an amount  which is at least  equal to the lesser
            of (i) 100% of the insurable  value, on a replacement  cost basis,
            of the  improvements on the related  Mortgaged  Property,  and the
            outstanding  principal  balance of the  Mortgage  Loan,  but in no
            event less and (ii) the greater of (a) the  outstanding  principal
            balance  of the  Mortgage  Loan or (b) an  amount  such  that  the
            proceeds  of such  insurance  shall be  sufficient  to prevent the
            application to the Mortgagor or the loss payee of any  coinsurance
            clause  under  the  policy.   If  the  Mortgaged   Property  is  a
            condominium  unit, it is included under the coverage afforded by a
            blanket policy for the project;  the insurance  policy  contains a
            standard  clause naming the  originator of such mortgage loan, its
            successor and assigns,  as insured mortgagee;  if upon origination
            of the Mortgage Loan, the  improvements on the Mortgaged  Property
            were in an area identified in the Federal  Register by the Federal
            Emergency  Management  Agency as having special flood  hazards,  a
            flood  insurance  policy meeting the  requirements  of the current
            guidelines of the Federal  Insurance  Administration  is in effect
            with  a  generally  acceptable  insurance  carrier,  in an  amount
            representing   coverage   not  less  than  the  least  of  (A) the
            outstanding  principal balance of the Mortgage Loan,  (B) the full
            insurable  value and (C) the maximum amount of insurance which was
            available  under the Flood  Disaster  Protection  Act of 1973,  as
            amended;  and the Mortgage  obligates the mortgagor  thereunder to
            maintain all such  insurance at the  mortgagor's  cost and expense
            and the  Company  has not  acted or  failed to act so as to impair
            the  coverage  of any  such  insurance  policy  or  the  validity,
            binding effect and enforceability thereof.

      (cc)  Servicemembers Civil Relief Act.

            The  Mortgagor  has not notified the Company,  and the Company has
            no knowledge of any relief  requested or allowed to the  Mortgagor
            under the Servicemembers Civil Relief Act, as amended.

      (dd)  No Violation of Environmental Laws.

            There is no pending  action or proceeding  directly  involving any
            Mortgaged  Property  of  which  the  Company  is  aware  in  which
            compliance  with any  environmental  law, rule or regulation is an
            issue; and to the best of the Company's  knowledge nothing further
            remains  to be done to satisfy  in full all  requirements  of each
            such law, rule or regulation  constituting a  prerequisite  to use
            and enjoyment of said property.


                                      24
(page)

      (ee)  HOEPA/HIGH COST.

            No Mortgage Loan is a High Cost Loan or Covered Loan.

      (ff)  Prepayment Penalty.

            With respect to each Mortgage  Loan that has a prepayment  penalty
            feature,  each such  prepayment  penalty shall be enforceable  and
            will be enforced by the Company for the benefit of the  Purchaser,
            and  each  prepayment  penalty  shall  be  permitted  pursuant  to
            federal,  state and local law. Each such prepayment  penalty is in
            an amount equal to the maximum amount  permitted under  applicable
            law and no such  prepayment  penalty  may be imposed for a term in
            excess  of  three  (3)  years  with  respect  to  Mortgage   Loans
            originated on or after October 1, 2002; and

      (gg)  Georgia Fair Lending Act.

            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.

Section 3.03 Repurchase.

      It is understood and agreed that the  representations and warranties set
forth in Sections 3.01 and 3.02 shall  survive the sale of the Mortgage  Loans
to the  Purchaser  and the  delivery of the  Mortgage  Loan  Documents  to the
Custodian  and shall  inure to the benefit of the  Purchaser,  notwithstanding
any  restrictive  or qualified  endorsement on any Mortgage Note or Assignment
of Mortgage or the  examination or failure to examine any Mortgage File.  Upon
discovery  by either the  Company or the  Purchaser  of a breach of any of the
foregoing  representations  and  warranties  which  materially  and  adversely
affects the value of the Mortgage  Loans or the interest of the  Purchaser (or
which  materially  and  adversely  affects the  interests  of Purchaser in the
related  Mortgage Loan in the case of a representation  and warranty  relating
to a particular  Mortgage Loan), the party  discovering such breach shall give
prompt written notice to the other.

      Within 90 days of the  earlier of either  discovery  by or notice to the
Company of any breach of a  representation  or warranty  which  materially and
adversely  affects the value of the Mortgage Loans,  the Company shall use its
best  efforts  promptly to cure such breach in all material  respects  and, if
such breach cannot be cured,  the Company shall,  at the  Purchaser's  option,
repurchase  such Mortgage Loan at the  Repurchase  Price.  In the event that a
breach  shall  involve any  representation  or  warranty  set forth in Section
3.01,  and such breach cannot be cured within 90 days of the earlier of either
discovery  by or notice to the  Company of such  breach,  all of the  Mortgage
Loans shall, at the Purchaser's  option,  be repurchased by the Company at the
Repurchase  Price.  Any repurchase of a Mortgage Loan or Loans pursuant to the
foregoing  provisions of this Section 3.03 shall be accomplished by deposit in
the Custodial  Account of the amount of the Repurchase  Price for distribution
to  Purchaser on the  Remittance  Date  immediately  following  the  Principal
Prepayment Period in which such Repurchase Price is received,  after deducting
therefrom any amount received in respect of such repurchased  Mortgage Loan or
Loans and being held in the Custodial Account for future distribution.


                                      25
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      At the  time  of  repurchase  or  substitution,  the  Purchaser  and the
Company shall arrange for the  reassignment of the  repurchased  Mortgage Loan
to the Company and the  delivery to the Company of any  documents  held by the
Custodian  relating  to the  repurchased  Mortgage  Loan.  In the  event  of a
repurchase,  the Company shall,  simultaneously  with such reassignment,  give
written  notice to the Purchaser that such  repurchase has taken place,  amend
the  Mortgage  Loan  Schedule to reflect  the  withdrawal  of the  repurchased
Mortgage Loan from this Agreement.

      In addition to such repurchase  obligation,  the Company shall indemnify
the Purchaser  and hold it harmless  against any losses,  damages,  penalties,
fines,  forfeitures,  reasonable  and necessary  legal fees and related costs,
judgments,  and other costs and  expenses  resulting  from any claim,  demand,
defense or assertion  based on or grounded  upon, or resulting  from, a breach
of the Company  representations  and warranties  contained in this  Agreement.
It is understood  and agreed that the  obligations of the Company set forth in
this Section 3.03 to cure,  substitute for or repurchase a defective  Mortgage
Loan  and to  indemnify  the  Purchaser  as  provided  in  this  Section  3.03
constitute  the sole  remedies  of the  Purchaser  respecting  a breach of the
foregoing representations and warranties.

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

                                  ARTICLE IV

                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 4.01      Company to Act as Servicer.

      The Company, as an independent contractor,  shall service and administer
the Mortgage  Loans and shall have full power and  authority,  acting alone or
through the  utilization  of a Subservicer or a  Subcontractor,  to do any and
all things in  connection  with such  servicing and  administration  which the
Company may deem  necessary or  desirable,  consistent  with the terms of this
Agreement and with  Accepted  Servicing  Practices.  The Company shall service
the  Mortgage  Loans in  accordance  with  the  guidelines  of the  applicable
governing Agency,  including the Federal Housing  Administration for FHA loans
or the Veteran's  Administration  for VA loans,  and shall comply with all the
rules and  regulations  as set forth by each  applicable  agency.  The Company
shall  be  responsible   for  any  and  all  acts  of  a  Subservicer   and  a
Subcontractor,   and  the   Company's   utilization   of  a   Subservicer   or
Subcontractor  shall in no way relieve the liability of the Company under this
Agreement.


                                      26
(page)

      Consistent  with the terms of this Agreement and any  applicable  Agency
guidelines,  the  Company may waive,  modify or vary any term of any  Mortgage
Loan or consent to the  postponement  of strict  compliance with any such term
or in any  manner  grant  indulgence  to  any  Mortgagor  if in the  Company's
reasonable and prudent determination such waiver,  modification,  postponement
or indulgence is not  materially  adverse to the Purchaser and will not result
in the  impairment  of  coverage  under  any  PMI  Policy,  the  MIC  or  LGC.
Provided,  however,  no such  modification  shall reduce the mortgage interest
rate below the  Company's  prevailing  market rate for similar loans in affect
as of the date of modification.  In the event of any such  modification  which
permits the deferral of interest or principal  payments on any Mortgage  Loan,
the Company shall  disburse on the  following  Remittance  Date,  from its own
funds,  the  difference  between (a) such  month's  principal  and one month's
interest at the Mortgage Loan Remittance Rate on the unpaid principal  balance
of such  Mortgage  Loan for any Monthly  Payment  received or deferred and (b)
the amount paid by the Mortgagor,  if any.  Without limiting the generality of
the  foregoing,  the Company  shall  continue,  and is hereby  authorized  and
empowered,  to execute and deliver on behalf of itself and the Purchaser,  all
instruments of  satisfaction or  cancellation,  or of partial or full release,
discharge and all other comparable  instruments,  with respect to the Mortgage
Loans and with respect to the Mortgaged  Properties.  If  reasonably  required
by the Company,  the  Purchaser  shall  furnish the Company with any powers of
attorney and other  documents  necessary or  appropriate to enable the Company
to carry out its servicing and administrative duties under this Agreement.

      In servicing and  administering  the Mortgage  Loans,  the Company shall
employ  procedures  (including  collection  procedures)  and exercise the same
care that it customarily  employs and exercises in servicing and administering
mortgage  loans for its own  account,  giving due  consideration  to  Accepted
Servicing   Practices   where  such   practices  do  not  conflict   with  the
requirements of this Agreement, and the Purchaser's reliance on the Company.

Section 4.02      Liquidation of Mortgage Loans.

      In the  event  that any  payment  due under  any  Mortgage  Loan and not
postponed  pursuant to Section  4.01 is not paid when the same becomes due and
payable,  or in the event the Mortgagor fails to perform any other covenant or
obligation  under the  Mortgage  Loan and such  failure  continues  beyond any
applicable  grace  period,  the  Company  shall  take  such  action as (1) the
Company  would  take under  similar  circumstances  with  respect to a similar
mortgage  loan  held  for  its  own  account  for  investment,  (2)  shall  be
consistent with Accepted Servicing Practices,  (3) the Company shall determine
prudently to be in the best interest of Purchaser,  and (4) is consistent with
any related PMI Policy.  In the event that any payment due under any  Mortgage
Loan is not postponed  pursuant to Section 4.01 and remains  delinquent  for a
period  of 90 days or any  other  default  continues  for a period  of 90 days
beyond the expiration of any grace or cure period,  the Company shall commence
foreclosure  proceedings.  In such connection,  the Company shall from its own
funds make all necessary and proper  Servicing  Advances,  provided,  however,
that the Company  shall not be required to expend its own funds in  connection
with any  foreclosure  or  towards  the  restoration  or  preservation  of any
Mortgaged  Property,  unless it shall  determine  (a) that such  preservation,
restoration  and/or  foreclosure  will increase the proceeds of liquidation of
the  Mortgage  Loan to  Purchaser  after  reimbursement  to  itself  for  such
expenses and (b) that such expenses will be  recoverable  by it either through
Liquidation  Proceeds (respecting which it shall have priority for purposes of
withdrawals  from the Custodial  Account  pursuant to Section 4.05) or through
Insurance Proceeds (respecting which it shall have similar priority).


                                      27
(page)

      Notwithstanding   anything  to  the  contrary   contained   herein,   in
connection  with a foreclosure or acceptance of a deed in lieu of foreclosure,
in the event the  Company  has  reasonable  cause to believe  that a Mortgaged
Property is  contaminated  by hazardous or toxic  substances or wastes,  or if
the  Purchaser  otherwise  requests an  environmental  inspection or review of
such Mortgaged Property,  such an inspection or review is to be conducted by a
qualified  inspector.  The cost for such  inspection  or review shall be borne
by the Purchaser.  Upon  completion of the  inspection or review,  the Company
shall   promptly   provide  the  Purchaser   with  a  written  report  of  the
environmental inspection.

      After  reviewing  the  environmental  inspection  report,  the Purchaser
shall  determine  how the Company  shall proceed with respect to the Mortgaged
Property.  In the  event (a) the  environmental  inspection  report  indicates
that the Mortgaged  Property is contaminated by hazardous or toxic  substances
or  wastes  and  (b)  the  Purchaser  directs  the  Company  to  proceed  with
foreclosure or acceptance of a deed in lieu of foreclosure,  the Company shall
be reimbursed for all reasonable  costs  associated  with such  foreclosure or
acceptance  of a deed in lieu of  foreclosure  and any  related  environmental
clean up costs, as applicable,  from the related Liquidation  Proceeds,  or if
the Liquidation  Proceeds are insufficient to fully reimburse the Company, the
Company  shall be  entitled to be  reimbursed  from  amounts in the  Custodial
Account  pursuant to Section 4.05 hereof.  In the event the Purchaser  directs
the Company not to proceed with  foreclosure  or  acceptance of a deed in lieu
of  foreclosure,  the Company shall be reimbursed  for all Servicing  Advances
made  with  respect  to the  related  Mortgaged  Property  from the  Custodial
Account pursuant to Section 4.05 hereof.

Section 4.03      Collection of Mortgage Loan Payments.

      Continuously  from the date hereof until the  principal  and interest on
all Mortgage Loans are paid in full,  the Company shall proceed  diligently to
collect all payments due under each of the Mortgage  Loans when the same shall
become  due and  payable  and shall  take  special  care in  ascertaining  and
estimating  Escrow  Payments  and all other  charges  that will become due and
payable with respect to the Mortgage Loan and the Mortgaged  Property,  to the
end that the installments  payable by the Mortgagors will be sufficient to pay
such charges as and when they become due and payable.

Section 4.04      Establishment of and Deposits to Custodial Account.

      The Company shall  segregate  and hold all funds  collected and received
pursuant to a Mortgage  Loan  separate and apart from any of its own funds and
general  assets  and  shall  establish  and  maintain  one or  more  Custodial
Accounts, in the form of time deposit or demand accounts,  titled "Wells Fargo
Bank,  N.A.  in  trust  for the  Purchaser  and/or  subsequent  purchasers  of
Residential  Mortgage  Loans,  -  P &  I."  The  Custodial  Account  shall  be
established  with a Qualified  Depository.  Upon request of the  Purchaser and
within ten (10) days thereof,  the Company  shall  provide the Purchaser  with
written  confirmation  of the existence of such Custodial  Account.  Any funds
deposited  in the  Custodial  Account  shall at all  times be  insured  to the
fullest  extent allowed by applicable  law.  Funds  deposited in the Custodial
Account may be drawn on by the Company in accordance with Section 4.05.


                                      28
(page)

      The  Company  shall  deposit  in the  Custodial  Account  within two (2)
Business  Days of the Company's  receipt,  and retain  therein,  the following
collections  received by the Company and  payments  made by the Company  after
the Cut-off  Date,  other than  payments of  principal  and interest due on or
before the Cut-off  Date, or received by the Company prior to the Cut-off Date
but allocable to a period subsequent thereto:

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

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

      (iii) all Liquidation Proceeds;

      (iv)  all Insurance  Proceeds including amounts required to be deposited
            pursuant to Section  4.10  (other than  proceeds to be held in the
            Escrow  Account  and applied to the  restoration  or repair of the
            Mortgaged  Property  or released to the  Mortgagor  in  accordance
            with Section 4.14), Section 4.11 and Section 4.15;

      (v)   all   Condemnation   Proceeds   which  are  not   applied  to  the
            restoration  or repair of the  Mortgaged  Property  or released to
            the Mortgagor in accordance with Section 4.14;

      (vi)  any amount  required  to be  deposited  in the  Custodial  Account
            pursuant to Section 4.01, 5.03, 6.01 or 6.02;

      (vii) any  amounts  payable in  connection  with the  repurchase  of any
            Mortgage  Loan  pursuant to Section 3.03 and all amounts  required
            to be deposited by the Company in  connection  with a shortfall in
            principal  amount  of  any  Qualified   Substitute  Mortgage  Loan
            pursuant to Section 3.03;

     (viii) with  respect  to  each  Principal  Prepayment  an  amount  (to be
            paid by the  Company  out of its funds)  which,  when added to all
            amounts  allocable  to interest  received in  connection  with the
            Principal  Prepayment,  equals one month's  interest on the amount
            of principal so prepaid at the Mortgage Loan Remittance Rate;

      (ix)  any amounts  required to be deposited  by the Company  pursuant to
            Section  4.11 in  connection  with the  deductible  clause  in any
            blanket hazard insurance policy; and

      (x)   any  amounts  received  with  respect  to or  related  to any  REO
            Property  and all REO  Disposition  Proceeds  pursuant  to Section
            4.16.


                                      29
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      The foregoing  requirements for deposit into the Custodial Account shall
be  exclusive,  it being  understood  and agreed  that,  without  limiting the
generality of the  foregoing,  payments in the nature of late payment  charges
and  assumption  fees, to the extent  permitted by Section  6.01,  need not be
deposited  by the Company into the  Custodial  Account.  Any interest  paid on
funds deposited in the Custodial  Account by the depository  institution shall
accrue to the  benefit of the  Company  and the  Company  shall be entitled to
retain and withdraw  such  interest  from the  Custodial  Account  pursuant to
Section 4.05.

Section 4.05      Permitted Withdrawals From Custodial Account.

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

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

      (ii)  to reimburse  itself for Monthly  Advances of the Company's  funds
            made  pursuant to Section 5.03,  the Company's  right to reimburse
            itself  pursuant to this  subclause  (ii) being limited to amounts
            received  on  the  related  Mortgage  Loan  which  represent  late
            payments of principal  and/or interest  respecting  which any such
            advance was made,  it being  understood  that,  in the case of any
            such reimbursement,  the Company's right thereto shall be prior to
            the  rights  of  Purchaser,  except  that,  where the  Company  is
            required to  repurchase a Mortgage  Loan  pursuant to Section 3.03
            or  6.02,  the  Company's  right  to such  reimbursement  shall be
            subsequent  to the  payment  to the  Purchaser  of the  Repurchase
            Price pursuant to such sections and all other amounts  required to
            be paid to the Purchaser with respect to such Mortgage Loan;

      (iii) to reimburse itself for unreimbursed  Servicing Advances,  and for
            any  unpaid  Servicing  Fees,  the  Company's  right to  reimburse
            itself  pursuant  to this  subclause  (iii)  with  respect  to any
            Mortgage  Loan  being  limited to  related  Liquidation  Proceeds,
            Condemnation  Proceeds,  Insurance Proceeds and such other amounts
            as  may  be  collected  by  the  Company  from  the  Mortgagor  or
            otherwise  relating  to the  Mortgage  Loan,  it being  understood
            that, in the case of any such  reimbursement,  the Company's right
            thereto  shall be prior to the rights of  Purchaser,  except  that
            where the  Company is  required  to  repurchase  a  Mortgage  Loan
            pursuant  to Section  3.03 or 6.02,  in which  case the  Company's
            right to such reimbursement  shall be subsequent to the payment to
            the Purchaser of the  Repurchase  Price  pursuant to such sections
            and all other amounts  required to be paid to the  Purchaser  with
            respect to such Mortgage Loan;

      (iv)  to pay  itself  interest  on  funds  deposited  in  the  Custodial
            Account;

      (v)   to reimburse  itself for expenses  incurred and reimbursable to it
            pursuant to Section 8.01;


                                      30
(page)

      (vi)  to pay any amount  required to be paid  pursuant  to Section  4.16
            related to any REO  Property,  it being  understood  that,  in the
            case  of  any  such   expenditure  or  withdrawal   related  to  a
            particular  REO  Property,  the  amount  of  such  expenditure  or
            withdrawal from the Custodial  Account shall be limited to amounts
            on deposit in the  Custodial  Account  with respect to the related
            REO Property;

      (vii) to  reimburse  itself for any  Servicing  Advances or REO expenses
            after   liquidation  of  the  Mortgaged   Property  not  otherwise
            reimbursed above;

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

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

      In the event that the  Custodial  Account is interest  bearing,  on each
Remittance  Date,  the Company  shall  withdraw  all funds from the  Custodial
Account except for those amounts which,  pursuant to Section 5.01, the Company
is not obligated to remit on such  Remittance  Date.  The Company may use such
withdrawn funds only for the purposes described in this Section 4.05.

Section 4.06      Establishment of and Deposits to Escrow Account.

      The Company shall  segregate  and hold all funds  collected and received
pursuant to a Mortgage Loan  constituting  Escrow Payments  separate and apart
from any of its own funds and general assets and shall  establish and maintain
one or more Escrow  Accounts,  in the form of time deposit or demand accounts,
titled,  "Wells Fargo Bank, N.A., in trust for the Purchaser and/or subsequent
purchasers  of Mortgage  Loans,  and various  Mortgagors  - T & I." The Escrow
Accounts shall be established with a Qualified  Depository,  in a manner which
shall provide  maximum  available  insurance  thereunder.  Upon request of the
Purchaser  and within ten (10) days  thereof,  the Company  shall  provide the
Purchaser with written  confirmation  of the existence of such Escrow Account.
Funds  deposited  in the  Escrow  Account  may be drawn on by the  Company  in
accordance with Section 4.07.

      The Company shall deposit in the Escrow  Account or Accounts  within two
(2) Business Days of Company's receipt , and retain therein:

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

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

      (iii) all payments on account of Buydown Funds.


                                      31
(page)

      The  Company  shall make  withdrawals  from the Escrow  Account  only to
effect such  payments as are required  under this  Agreement,  as set forth in
Section  4.07.  The Company  shall be entitled to retain any interest  paid on
funds  deposited in the Escrow  Account by the depository  institution,  other
than interest on escrowed  funds  required by law to be paid to the Mortgagor.
To the extent  required  by law,  the Company  shall pay  interest on escrowed
funds  to  the  Mortgagor  notwithstanding  that  the  Escrow  Account  may be
non-interest  bearing or that interest paid thereon is  insufficient  for such
purposes.

Section 4.07      Permitted Withdrawals From Escrow Account.

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

      (i)   to effect  timely  payments of ground rents,  taxes,  assessments,
            water rates,  mortgage insurance  premiums,  condominium  charges,
            fire and hazard  insurance  premiums or other  items  constituting
            Escrow Payments for the related Mortgage;

      (ii)  to reimburse  the Company for any  Servicing  Advances made by the
            Company  pursuant  to  Section  4.08  with  respect  to a  related
            Mortgage  Loan,  but only from  amounts  received  on the  related
            Mortgage Loan which represent late  collections of Escrow Payments
            thereunder;

      (iii) to refund to any  Mortgagor any funds found to be in excess of the
            amounts required under the terms of the related Mortgage Loan;

      (iv)  for transfer to the Custodial  Account and  application  to reduce
            the principal  balance of the Mortgage Loan in accordance with the
            terms of the related Mortgage and Mortgage Note;

      (v)   for   application  to  restoration  or  repair  of  the  Mortgaged
            Property in  accordance  with the  procedures  outlined in Section
            4.14;

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

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

     (viii) to  remit  to  Purchaser  payments  on  account  of Buydown  Funds
            as applicable; and

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

Section 4.08      Payment of Taxes, Insurance and Other Charges.

      With respect to each Mortgage Loan, the Company shall maintain  accurate
records  reflecting  the status of ground  rents,  taxes,  assessments,  water
rates,  sewer rents, and other charges which are or may become a lien upon the
Mortgaged  Property and the status of PMI Policy  premiums and fire and hazard
insurance  coverage  and shall  obtain,  from time to time,  all bills for the
payment of such charges  (including renewal premiums) and shall effect payment
thereof prior to the  applicable  penalty or termination  date,  employing for
such purpose  deposits of the Mortgagor in the Escrow Account which shall have
been estimated and  accumulated by the Company in amounts  sufficient for such
purposes,  as allowed  under the terms of the  Mortgage.  The Company  assumes
full  responsibility for the timely payment of all such bills and shall effect
timely payment of all such charges  irrespective of each Mortgagor's  faithful
performance in the payment of same or the making of the Escrow  Payments,  and
the Company shall make advances from its own funds to effect such payments.


                                      32
(page)

Section 4.09      Protection of Accounts.

      The Company may transfer the Custodial  Account or the Escrow Account to
a different Qualified Depository from time to time.

Section 4.10      Maintenance of Hazard Insurance.

      The Company shall cause to be  maintained  for each Mortgage Loan hazard
insurance such that all buildings  upon the Mortgaged  Property are insured by
an  insurer  acceptable  to the  Agencies,  against  loss by fire,  hazards of
extended  coverage and such other  hazards as are  customary in the area where
the  Mortgaged  Property is located,  in an amount  which is at least equal to
the lesser of (i) 100 % of the insurable  value, on a replacement  cost basis,
of the improvements on the related  Mortgaged  Property,  and (ii) the greater
of (a)  the  outstanding  principal  balance  of the  Mortgage  Loan or (b) an
amount  such  that the  proceeds  of such  insurance  shall be  sufficient  to
prevent the  application to the Mortgagor or the loss payee of any coinsurance
clause under the policy.  In the event a hazard  insurance  policy shall be in
danger of being  terminated,  or in the event the  insurer  shall  cease to be
acceptable  to the  Agencies,  the Company  shall notify the Purchaser and the
related Mortgagor,  and shall use its best efforts, as permitted by applicable
law, to obtain from another Qualified  Insurer a replacement  hazard insurance
policy  substantially  and materially  similar in all respects to the original
policy.  In no  event,  however,  shall a  Mortgage  Loan be  without a hazard
insurance policy at any time, subject only to Section 4.11 hereof.

      If  upon  origination  of  the  Mortgage  Loan,  the  related  Mortgaged
Property was located in an area identified by the Flood  Emergency  Management
Agency as having  special  flood  hazards (and such flood  insurance  has been
made  available) a flood  insurance  policy  meeting the  requirements  of the
current  guidelines of the Federal Insurance  Administration is in effect with
a generally  acceptable  insurance carrier  acceptable to the Agencies,  in an
amount  representing  coverage  equal to the lesser of (i) the minimum  amount
required,  under the terms of coverage,  to compensate  for any damage or loss
on a  replacement  cost  basis  (or the  unpaid  balance  of the  mortgage  if
replacement  cost coverage is not available for the type of building  insured)
and (ii) the maximum  amount of insurance  which is available  under the Flood
Disaster  Protection  Act of 1973, as amended.  If at any time during the term
of the Mortgage Loan,  the Company  determines in accordance  with  applicable
law that a Mortgaged  Property is located in a special  flood  hazard area and
is not  covered by flood  insurance  or is covered in an amount  less than the
amount required by the Flood Disaster Protection Act of 1973, as amended,  the
Company  shall notify the related  Mortgagor  that the  Mortgagor  must obtain
such  flood  insurance  coverage,  and if said  Mortgagor  fails to obtain the
required  flood  insurance  coverage  within  forty-five  (45) days after such
notification,  the Company shall  immediately  force place the required  flood
insurance on the Mortgagor's behalf.


                                      33
(page)

      If a  Mortgage  is  secured  by a unit  in a  condominium  project,  the
Company  shall verify that the coverage  required of the owner's  association,
including  hazard,   flood,   liability,   and  fidelity  coverage,  is  being
maintained in accordance  with then current  Agency  requirements,  and secure
from the owner's  association its agreement to notify the Company  promptly of
any change in the insurance  coverage or of any  condemnation or casualty loss
that may have a  material  effect on the value of the  Mortgaged  Property  as
security.

      In the event that any Purchaser or the Company shall  determine that the
Mortgaged  Property  should be insured  against  loss or damage by hazards and
risks not covered by the insurance  required to be maintained by the Mortgagor
pursuant to the terms of the  Mortgage,  the  Company  shall  communicate  and
consult with the  Mortgagor  with respect to the need for such  insurance  and
bring to the  Mortgagor's  attention  the required  amount of coverage for the
Mortgaged  Property and if the Mortgagor  does not obtain such  coverage,  the
Company  shall   immediately   force  place  the  required   coverage  on  the
Mortgagor's behalf.

      All  policies  required  hereunder  shall name the Company as loss payee
and shall be  endorsed  with  standard  or union  mortgagee  clauses,  without
contribution,  which shall provide for at least 30 days prior  written  notice
of any cancellation, reduction in amount or material change in coverage.

      The Company shall not interfere with the  Mortgagor's  freedom of choice
in selecting either his insurance carrier or agent,  provided,  however,  that
the  Company  shall not  accept any such  insurance  policies  from  insurance
companies  unless such companies are  acceptable to the applicable  Agency and
are  licensed  to do  business  in the  jurisdiction  in which  the  Mortgaged
Property is located.  The Company shall  determine that such policies  provide
sufficient  risk  coverage and amounts,  that they insure the property  owner,
and that they properly describe the property address.

      Pursuant to Section  4.04,  any amounts  collected by the Company  under
any such  policies  (other than amounts to be deposited in the Escrow  Account
and applied to the  restoration or repair of the related  Mortgaged  Property,
or property  acquired in  liquidation  of the Mortgage Loan, or to be released
to  the  Mortgagor,   in  accordance  with  the  Company's   normal  servicing
procedures  as specified in Section  4.14) shall be deposited in the Custodial
Account subject to withdrawal pursuant to Section 4.05.

Section 4.11      Maintenance of Mortgage Impairment Insurance.

      In the event  that the  Company  shall  obtain  and  maintain  a blanket
policy  insuring  against losses  arising from fire and hazards  covered under
extended  coverage  on all of the  Mortgage  Loans,  then,  to the extent such
policy provides  coverage in an amount equal to the amount  required  pursuant
to Section 4.10 and otherwise  complies with all other requirements of Section
4.10, it shall  conclusively  be deemed to have  satisfied its  obligations as
set forth in Section  4.10.  The Company  shall prepare and make any claims on
the  blanket  policy as deemed  necessary  by the Company in  accordance  with
prudent  servicing  practices.  Any amounts collected by the Company under any
such policy  relating to a Mortgage  Loan shall be deposited in the  Custodial
Account  subject to  withdrawal  pursuant  to Section  4.05.  Such  policy may
contain a deductible  clause, in which case, in the event that there shall not
have been  maintained  on the related  Mortgaged  Property a policy  complying
with  Section  4.10,  and there  shall have been a loss which  would have been
covered by such policy,  the Company shall deposit in the Custodial Account at
the time of such loss the  amount  not  otherwise  payable  under the  blanket
policy  because of such  deductible  clause,  such amount to be deposited from
the  Company's  funds,  without  reimbursement  therefor.  Upon request of any
Purchaser,  the  Company  shall  cause to be  delivered  to such  Purchaser  a
certified  true  copy  of  such  policy  and  a  statement  from  the  insurer
thereunder  that such policy  shall in no event be  terminated  or  materially
modified without 30 days' prior written notice to such Purchaser.


                                      34
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Section 4.12      Maintenance  of  Fidelity  Bond  and  Errors  and  Omissions
                  Insurance.

      The  Company  shall  maintain  with  responsible  companies,  at its own
expense,  a  blanket  Fidelity  Bond and an  Errors  and  Omissions  Insurance
Policy,  with broad  coverage  on all  officers,  employees  or other  persons
acting  in any  capacity  requiring  such  persons  to  handle  funds,  money,
documents or papers  relating to the  Mortgage  Loans  ("Company  Employees").
Any such Fidelity Bond and Errors and Omissions  Insurance  Policy shall be in
the form of the Mortgage  Banker's  Blanket Bond and shall  protect and insure
the Company against losses,  including forgery,  theft,  embezzlement,  fraud,
errors and  omissions  and  negligent  acts of such  Company  Employees.  Such
Fidelity  Bond and Errors and  Omissions  Insurance  Policy also shall protect
and  insure the  Company  against  losses in  connection  with the  release or
satisfaction  of a Mortgage Loan without  having  obtained  payment in full of
the  indebtedness   secured  thereby.   No  provision  of  this  Section  4.12
requiring such Fidelity Bond and Errors and Omissions  Insurance  Policy shall
diminish or relieve the Company from its duties and  obligations  as set forth
in this  Agreement.  The minimum  coverage  under any such bond and  insurance
policy  shall  be  acceptable  to  the  Agencies.  Upon  the  request  of  any
Purchaser,  the  Company  shall  cause to be  delivered  to such  Purchaser  a
certificate  of insurance for such  fidelity  bond and insurance  policy and a
statement  from  the  surety  and the  insurer  that  such  fidelity  bond and
insurance  policy  shall in no  event be  terminated  or  materially  modified
without 30 days' prior written notice to the Purchaser.

Section 4.13      Inspections.

      If any  Mortgage  Loan is more  than 60  days  delinquent,  the  Company
immediately shall inspect the Mortgaged  Property and shall conduct subsequent
inspections  in  accordance  with  Accepted  Servicing  Practices or as may be
required by the primary mortgage  guaranty  insurer.  The Company shall keep a
written report of each such inspection.

Section 4.14      Restoration of Mortgaged Property.

      The  Company  need not obtain the  approval  of the  Purchaser  prior to
releasing any Insurance Proceeds or Condemnation  Proceeds to the Mortgagor to
be applied to the  restoration  or repair of the  Mortgaged  Property  if such
release  is in  accordance  with  Accepted  Servicing  Practices.  For  claims
greater  than  $15,000,  at a  minimum  the  Company  shall  comply  with  the
following  conditions  in  connection  with  any  such  release  of  Insurance
Proceeds or Condemnation Proceeds:


                                      35
(page)

      (i) the Company shall receive satisfactory  independent  verification of
            completion of repairs and issuance of any required  approvals with
            respect thereto;

      (ii) the  Company  shall  take  all  steps  necessary  to  preserve  the
            priority of the lien of the Mortgage,  including,  but not limited
            to requiring  waivers with respect to mechanics' and materialmen's
            liens;

      (iii)  the  Company  shall  verify  that  the  Mortgage  Loan  is not in
            default; and

      (iv)  pending  repairs  or  restoration,  the  Company  shall  place the
            Insurance Proceeds or Condemnation Proceeds in the Escrow Account.

      If the  Purchaser is named as an additional  loss payee,  the Company is
hereby  empowered  to endorse any loss draft issued in respect of such a claim
in the name of the Purchaser.

Section 4.15      Claims.

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

Section 4.16      Title, Management and Disposition of REO Property.

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

      The  Purchaser  shall  have the  option to manage  and  operate  the REO
Property  provided the Purchaser  gives written  notice of its intention to do
so within thirty (30) days after such REO Property is acquired in  foreclosure
or by deed in lieu of  foreclosure.  The  election by the  Purchaser to manage
the REO  Property  shall not  constitute  a  termination  of any rights of the
Company pursuant to Section 11.02.


                                      36
(page)

      In the  event  the  Purchaser  does  not  elect to  manage  it's own REO
property,  the Company  shall manage,  conserve,  protect and operate each REO
Property for the  Purchaser  solely for the purpose of its prompt  disposition
and sale.  The  Company,  either  itself or through an agent  selected  by the
Company, shall manage,  conserve,  protect and operate the REO Property in the
same  manner  that  it  manages,   conserves,   protects  and  operates  other
foreclosed  property for its own account,  and in the same manner that similar
property  in the same  locality as the REO  Property  is managed.  The Company
shall  attempt  to sell the  same  (and  may  temporarily  rent the same for a
period not greater than one year, except as otherwise  provided below) on such
terms and  conditions  as the Company  deems to be in the best interest of the
Purchaser.

      The Company  shall use its best  efforts to dispose of the REO  Property
as soon as  possible  and shall sell such REO  Property  in any event prior to
the close of the third calendar year  beginning  after the year in which title
has been taken to such REO Property, unless the Company determines,  and gives
an  appropriate  notice to the Purchaser to such effect,  that a longer period
is necessary for the orderly  liquidation  of such REO  Property.  If a period
longer than three  years is  permitted  under the  foregoing  sentence  and is
necessary to sell any REO Property,  (i) the Company  shall report  monthly to
the  Purchaser as to the progress  being made in selling such REO Property and
(ii) if, with the written consent of the Purchaser,  a purchase money mortgage
is taken in connection  with such sale,  such purchase  money  mortgage  shall
name the Company as mortgagee,  and such purchase  money mortgage shall not be
held pursuant to this Agreement.

      The Company  shall also  maintain on each REO  Property  fire and hazard
insurance  with  extended  coverage  in amount  which is at least equal to the
maximum  insurable  value  of  the  improvements  which  are a  part  of  such
property,  liability insurance and, to the extent required and available under
the Flood Disaster Protection Act of 1973, as amended,  flood insurance in the
amount required above.

      The  disposition  of REO Property shall be carried out by the Company at
such price, and upon such terms and conditions,  as the Company deems to be in
the  best  interests  of the  Purchaser.  The  proceeds  of  sale  of the  REO
Property  shall be promptly  deposited in the  Custodial  Account.  As soon as
practical  thereafter  the expenses of such sale shall be paid and the Company
shall  reimburse  itself  for any  related  unreimbursed  Servicing  Advances,
unpaid  Servicing  Fees and  unreimbursed  advances  made  pursuant to Section
5.03. On the Remittance Date  immediately  following the Principal  Prepayment
Period in which such sale  proceeds are received the net cash proceeds of such
sale remaining in the Custodial Account shall be distributed to the Purchaser.

      The Company shall  withdraw from the Custodial  Account funds  necessary
for the proper  operation  management  and  maintenance  of the REO  Property,
including the cost of  maintaining  any hazard  insurance  pursuant to Section
4.10  and the  fees of any  managing  agent  of the  Company,  or the  Company
itself.  The REO management  fee shall be $1500 per REO Property.  The Company
shall make monthly  distributions  on each Remittance Date to the Purchaser of
the net cash flow from the REO Property  (which shall equal the revenues  from
such REO Property  net of the  expenses  described in this Section 4.16 and of
any  reserves  reasonably  required  from  time to time  to be  maintained  to
satisfy anticipated liabilities for such expenses).


                                      37
(page)

Section 4.17      Real Estate Owned Reports.

      Together with the  statement  furnished  pursuant to Section  5.02,  the
Company shall furnish to the Purchaser on or before the  Remittance  Date each
month a statement  with respect to any REO Property  covering the operation of
such  REO  Property  for the  previous  month  and the  Company's  efforts  in
connection  with the  sale of such REO  Property  and any  rental  of such REO
Property  incidental  to  the  sale  thereof  for  the  previous  month.  That
statement  shall be  accompanied  by such other  information  available to the
Company as the Purchaser shall reasonably request.

Section 4.18      Liquidation Reports.

      Upon the foreclosure  sale of any Mortgaged  Property or the acquisition
thereof  by the  Purchaser  pursuant  to a deed in lieu  of  foreclosure,  the
Company  shall submit to the  Purchaser a  liquidation  report with respect to
such Mortgaged Property.

Section 4.19      Reports  of  Foreclosures   and  Abandonments  of  Mortgaged
Property.

      Following  the   foreclosure   sale  or  abandonment  of  any  Mortgaged
Property,  the  Company  shall  report  such  foreclosure  or  abandonment  as
required  pursuant  to  Section  6050J of the Code.  The  Company  shall  file
information  reports with respect to the receipt of mortgage interest received
in a trade or business and  information  returns  relating to  cancellation of
indebtedness  income with respect to any Mortgaged Property as required by the
Code.  Such  reports  shall be in form and  substance  sufficient  to meet the
reporting requirements imposed by the Code.

Section 4.20      Application of Buydown Funds.

      With  respect to each  Buydown  Mortgage  Loan,  the Company  shall have
deposited  into the Escrow  Account,  no later than the last day of the month,
Buydown  Funds in an  amount  equal to the  aggregate  undiscounted  amount of
payments  that,  when added to the amount the  Mortgagor on such Mortgage Loan
is  obligated  to pay on all Due  Dates in  accordance  with the  terms of the
Buydown  Agreement,  is equal to the full scheduled Monthly Payments which are
required to be paid by the Mortgagor  under the terms of the related  Mortgage
Note (without regard to the related Buydown  Agreement as if the Mortgage Loan
were not  subject  to the terms of the  Buydown  Agreement).  With  respect to
each Buydown  Mortgage Loan,  the Company will  distribute to the Purchaser on
each  Remittance  Date an amount of Buydown  Funds  equal to the amount  that,
when  added to the  amount  required  to be paid on such  date by the  related
Mortgagor,  pursuant to and in accordance with the related Buydown  Agreement,
equals the full Monthly  Payment  that would  otherwise be required to be paid
on such Mortgage Loan by the related  Mortgagor under the terms of the related
Mortgage  Note (as if the Mortgage  Loan were not a Buydown  Mortgage Loan and
without regard to the related Buydown Agreement).


                                      38
(page)

      If the  Mortgagor on a Buydown  Mortgage  Loan defaults on such Mortgage
Loan  during the  Buydown  Period and the  Mortgaged  Property  securing  such
Buydown  Mortgage  Loan is  sold in the  liquidation  thereof  (either  by the
Company  or the  insurer  under any  related  Primary  Insurance  Policy)  the
Company  shall,   on  the  Remittance  Date  following  the  date  upon  which
Liquidation  Proceeds or REO Disposition proceeds are received with respect to
any such Buydown  Mortgage  Loan,  distribute  to the  Purchaser all remaining
Buydown  Funds for such Mortgage  Loan then  remaining in the Escrow  Account.
Pursuant to the terms of each Buydown  Agreement,  any amounts  distributed to
the  Purchaser in accordance  with the  preceding  sentence will be applied to
reduce the  outstanding  principal  balance of the  related  Buydown  Mortgage
Loan.  If a Mortgagor on a Buydown  Mortgage  Loan prepays such  Mortgage Loan
in its  entirety  during the related  Buydown  Period,  the  Company  shall be
required to withdraw from the Escrow  Account any Buydown  Funds  remaining in
the Escrow  Account with respect to such Buydown  Mortgage  Loan in accordance
with the related Buydown Agreement.  If a principal  prepayment by a Mortgagor
on a Buydown  Mortgage Loan during the related Buydown  Period,  together with
any  Buydown  Funds  then  remaining  in the  Escrow  Account  related to such
Buydown  Mortgage Loan,  would result in a principal  prepayment of the entire
unpaid  principal  balance of the Buydown  Mortgage  Loan,  the Company  shall
distribute  to the  Purchaser on the  Remittance  Date  occurring in the month
immediately  succeeding  the  month  in which  such  Principal  Prepayment  is
received,  all Buydown Funds related to such Mortgage Loan so remaining in the
Escrow  Account,  together with any amounts  required to be deposited into the
Custodial Account.

Section 4.21      Notification of Adjustments.

      With respect to each  adjustable  rate Mortgage  Loan, the Company shall
adjust  the  Mortgage  Interest  Rate  on  the  related   Adjustment  Date  in
compliance with the  requirements  of applicable law and the related  Mortgage
and  Mortgage  Note.  The  Company  shall  execute  and  deliver  any  and all
necessary  notices  required under applicable law and the terms of the related
Mortgage Note and Mortgage  regarding the Mortgage  Interest Rate adjustments.
Upon the  discovery by the Company or the receipt of notice from the Purchaser
that the Company has failed to adjust a Mortgage  Interest  Rate in accordance
with the terms of the related  Mortgage  Note,  the Company shall  immediately
deposit  in the  Custodial  Account  from  its own  funds  the  amount  of any
interest loss or deferral caused the Purchaser thereby.

Section 4.22      Confidentiality/Protection of Customer Information.

      The Company shall keep  confidential and shall not divulge to any party,
without  the  Purchaser's  prior  written  consent,  the  price  paid  by  the
Purchaser for the Mortgage  Loans,  except to the extent that it is reasonable
and  necessary  for  the  Company  to do so in  working  with  legal  counsel,
auditors,  taxing  authorities  or other  governmental  agencies.  Each  party
agrees  that  it  shall  comply  with  all  applicable  laws  and  regulations
regarding the privacy or security of Customer  Information  and shall maintain
appropriate  administrative,  technical and physical safeguards to protect the
security,  confidentiality  and integrity of Customer  Information,  including
maintaining   security  measures  designed  to  meet  the  objectives  of  the
Interagency  Guidelines   Establishing  Standards  for  Safeguarding  Customer
Information,  66 Fed. Reg. 8616 (the "Interagency  Guidelines").  For purposes
of this  Section,  the term  "Customer  Information"  shall  have the  meaning
assigned to it in the Interagency Guidelines.


                                      39
(page)

Section 4.23      Prepayment Penalty Waivers.

      To the extent  consistent with the terms of this Agreement,  the Company
may waive (or permit a subservicer  to waive) a prepayment  penalty only under
the  following  circumstances:  (i) such waiver is standard  and  customary in
servicing  similar Mortgage Loans and (ii) such waiver relates to a default or
a reasonably  foreseeable default and would, in the reasonable judgment of the
Company,  maximize recovery of total proceeds taking into account the value of
such prepayment penalty and the related Mortgage Loan.

Section 4.24      Use of Subservicers and Subcontractors.

      The Company  shall not hire or  otherwise  utilize  the  services of any
Subservicer  to  fulfill  any of the  obligations  of the  Company  under this
Agreement or any  Reconstitution  Agreement  unless the Company  complies with
the  provisions of paragraph  (a) of this Section 4.24.  The Company shall not
hire or  otherwise  utilize the services of any  Subcontractor,  and shall not
permit any  Subservicer  to hire or  otherwise  utilize  the  services  of any
Subcontractor,  to fulfill any of the  obligations  of the Company  under this
Agreement or any  Reconstitution  Agreement  unless the Company  complies with
the provisions of paragraph (b) of this Section 4.24.

      (a)   It shall not be  necessary  for the Company to seek the consent of
      the Purchaser or any Depositor to the  utilization  of any  Subservicer.
      The Company shall cause any  Subservicer  used by the Company (or by any
      Subservicer)  for the  benefit of the  Purchaser  and any  Depositor  to
      comply with the  provisions of this Section 4.24 and with Sections 6.04,
      6.06,  9.01(e)(iii),  9.01(e)(v)  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   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
      a master servicer or  administrator) a written  description (in form and
      substance  satisfactory to the Purchaser 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.

      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  required to be delivered by such Subcontractor  under Section
6.06, in each case as and when required to be delivered.


                                      40
(page)

                                  ARTICLE V

                            PAYMENTS TO PURCHASER

Section 5.01      Remittances.

      On each  Remittance  Date the Company  shall  remit by wire  transfer of
immediately  available funds to the Purchaser (a) all amounts deposited in the
Custodial Account as of the close of business on the  Determination  Date (net
of charges  against or  withdrawals  from the  Custodial  Account  pursuant to
Section  4.05),  plus (b) all amounts,  if any, which the Company is obligated
to distribute pursuant to Section 5.03, minus (c) any amounts  attributable to
Principal  Prepayments  received  after the  applicable  Principal  Prepayment
Period  which  amounts  shall be remitted on the  following  Remittance  Date,
together  with  any  additional  interest  required  to be  deposited  in  the
Custodial  Account in connection with such Principal  Prepayment in accordance
with  Section  4.04(viii);  minus  (d) any  amounts  attributable  to  Monthly
Payments  collected but due on a Due Date or Dates subsequent to the first day
of the month of the Remittance  Date,  and minus (e) any amounts  attributable
to Buydown Funds being held in the Custodial  Account,  which amounts shall be
remitted  on the  Remittance  Date next  succeeding  the Due  Period  for such
amounts.

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

Section 5.02      Statements to Purchaser.

      Not later than the  Remittance  Date,  the Company  shall furnish to the
Purchaser  a monthly  remittance  advice in the  standard  form of  electronic
Alltel(R) file, as to the period ending on the last day of the preceding month.

Section 5.03      Monthly Advances by Company.


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      On the Business Day  immediately  preceding  each  Remittance  Date, the
Company  shall  deposit in the  Custodial  Account  from its own funds or from
amounts held for future  distribution an amount equal to all Monthly  Payments
(with interest  adjusted to the Mortgage Loan Remittance  Rate) which were due
on the  Mortgage  Loans  during  the  applicable  Due  Period  and which  were
delinquent   at  the  close  of   business   on  the   immediately   preceding
Determination  Date or which  were  deferred  pursuant  to Section  4.01.  Any
amounts  held for future  distribution  and so used shall be  replaced  by the
Company  by  deposit  in  the  Custodial  Account  on  or  before  any  future
Remittance  Date if funds in the  Custodial  Account on such  Remittance  Date
shall be less  than  payments  to the  Purchaser  required  to be made on such
Remittance  Date.  The Company's  obligation to make such Monthly  Advances as
to any Mortgage Loan will continue  through the last Monthly Payment due prior
to the payment in full of the  Mortgage  Loan,  or through the earlier of: (i)
the last Remittance Date prior to the Remittance Date for the  distribution of
all  Liquidation   Proceeds  and  other  payments  or  recoveries   (including
Insurance  Proceeds and  Condemnation  Proceeds)  with respect to the Mortgage
Loan;  and (ii) the  Remittance  Date prior to the date the  Mortgage  Loan is
converted to REO Property,  provided however,  that if requested in connection
with a  securitization,  the Company  shall be obligated to make such advances
through  the  Remittance  Date prior to the date on which cash is  received in
connection with the liquidation of REO Property;  provided, however, that such
obligation  shall  cease if the  Company  determines,  in its sole  reasonable
opinion,  that advances with respect to such Mortgage Loan are non-recoverable
by the Company from Liquidation  Proceeds,  Insurance  Proceeds,  Condemnation
Proceeds,  or otherwise  with respect to a particular  Mortgage  Loan.  In the
event that the Company determines that any such advances are  non-recoverable,
the Company  shall  provide the  Purchaser  with a  certificate  signed by two
officers of the Company evidencing such determination.

                                  ARTICLE VI

                         GENERAL SERVICING PROCEDURES

Section 6.01      Transfers of Mortgaged Property.

      The  Company  shall use its best  efforts to enforce  any  "due-on-sale"
provision  contained in any Mortgage or Mortgage  Note and to deny  assumption
by the person to whom the  Mortgaged  Property has been or is about to be sold
whether by absolute  conveyance or by contract of sale, and whether or not the
Mortgagor  remains  liable on the  Mortgage and the  Mortgage  Note.  When the
Mortgaged  Property has been conveyed by the Mortgagor,  the Company shall, to
the  extent  it has  knowledge  of such  conveyance,  exercise  its  rights to
accelerate the maturity of such Mortgage Loan under the  "due-on-sale"  clause
applicable  thereto,  provided,  however,  that the Company shall not exercise
such  rights if  prohibited  by law from doing so or if the  exercise  of such
rights would  impair or threaten to impair any recovery  under the related PMI
Policy, MIC or LGC.

      If the Company reasonably  believes it is unable under applicable law to
enforce  such  "due-on-sale"  clause,  the  Company  shall  enter  into (i) an
assumption  and  modification  agreement with the person to whom such property
has been  conveyed,  pursuant to which such person  becomes  liable  under the
Mortgage Note and the original  Mortgagor  remains  liable  thereon or (ii) in
the event the  Company is unable  under  applicable  law to  require  that the
original  Mortgagor  remain liable under the Mortgage Note and the Company has
the prior consent of the primary mortgage guaranty insurer,  a substitution of
liability  agreement with the purchaser of the Mortgaged  Property pursuant to
which the original  Mortgagor is released from  liability and the purchaser of
the Mortgaged  Property is  substituted  as Mortgagor and becomes liable under
the  Mortgage  Note.  If an  assumption  fee is  collected  by the Company for
entering into an assumption  agreement the fee will be retained by the Company
as  additional   servicing   compensation.   In   connection   with  any  such
assumption,  neither the Mortgage  Interest Rate borne by the related Mortgage
Note, the term of the Mortgage Loan, the outstanding  principal  amount of the
Mortgage  Loan  nor  any  other  material  terms  shall  be  changed   without
Purchaser's consent.


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      To the extent that any Mortgage  Loan is  assumable,  the Company  shall
inquire diligently into the credit worthiness of the proposed transferee,  and
shall use the  underwriting  criteria for approving the credit of the proposed
transferee  which are used with respect to underwriting  mortgage loans of the
same type as the  Mortgage  Loan.  If the credit  worthiness  of the  proposed
transferee does not meet such underwriting  criteria,  the Company  diligently
shall,  to the extent  permitted by the  Mortgage or the Mortgage  Note and by
applicable law, accelerate the maturity of the Mortgage Loan.

Section 6.02      Satisfaction of Mortgages and Release of Mortgage Files.

      Upon the payment in full of any Mortgage  Loan, the Company shall notify
the  Purchaser in the Monthly  Remittance  Advice as provided in Section 5.02,
and may request the release of any Mortgage Loan Documents.

      If the Company  satisfies  or releases a Mortgage  without  first having
obtained  payment  in full of the  indebtedness  secured  by the  Mortgage  or
should the  Company  otherwise  prejudice  any rights the  Purchaser  may have
under the mortgage  instruments,  upon written  demand of the  Purchaser,  the
Company shall  repurchase the related Mortgage Loan at the Repurchase Price by
deposit thereof in the Custodial  Account within 2 Business Days of receipt of
such demand by the  Purchaser.  The Company  shall  maintain the Fidelity Bond
and Errors and  Omissions  Insurance  Policy as provided  for in Section  4.12
insuring  the  Company  against any loss it may  sustain  with  respect to any
Mortgage  Loan not  satisfied  in  accordance  with the  procedures  set forth
herein.

Section 6.03      Servicing Compensation.

      As  compensation  for its  services  hereunder,  the  Company  shall  be
entitled to withdraw  from the  Custodial  Account or to retain from  interest
payments  on  the  Mortgage  Loans  the  amount  of  its  Servicing  Fee.  The
Servicing  Fee shall be payable  monthly and shall be computed on the basis of
the same  unpaid  principal  balance and for the period  respecting  which any
related  interest  payment on a Mortgage Loan is received.  The  obligation of
the  Purchaser  to pay the  Servicing  Fee is limited to, and  payable  solely
from, the interest portion of such Monthly  Payments.  The Servicing Fee shall
not be reduced by the amount of any guaranty fee payable to FHA or VA.


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      Additional  servicing  compensation  in the form of assumption  fees, to
the extent  provided  in  Section  6.01,  and late  payment  charges  shall be
retained by the  Company to the extent not  required  to be  deposited  in the
Custodial  Account.  The  Company  shall  be  required  to  pay  all  expenses
incurred by it in  connection  with its  servicing  activities  hereunder  and
shall  not  be  entitled  to  reimbursement  thereof  except  as  specifically
provided for herein.

Section 6.04      Annual Statement as to Compliance.

      (i)   The Company shall deliver to the Purchaser,  on or before February
28,  2006,  an  Officer's  Certificate,  stating  that  (i) a  review  of  the
activities  of  the  Company  during  the  preceding   calendar  year  and  of
performance  under this  Agreement or similar  agreements  has been made under
such officer's supervision,  and (ii) to the best of such officer's knowledge,
based on such review,  the Company has  fulfilled  all its  obligations  under
this  Agreements  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 and the action being taken by
the Company to cure such default.

      (ii)  On or before March 1 of each  calendar  year,  commencing in 2007,
the Company  shall  deliver to the  Purchaser and any Depositor a statement of
compliance  addressed to the  Purchaser  and such  Depositor  and signed by an
authorized  officer of the  Company,  to the  effect  that (a) a review of the
Company's  activities  during  the  immediately  preceding  calendar  year (or
applicable  portion  thereof) and of its performance  under this Agreement and
any  applicable  Reconstitution  Agreement  during  such  period has been made
under  such  officer's  supervision,  and (b) to the  best  of such  officers'
knowledge,  based  on  such  review,  the  Company  has  fulfilled  all of its
obligations under this Agreement and any applicable  Reconstitution  Agreement
in all material respects  throughout such calendar year (or applicable portion
thereof)  or, if there has been a failure to fulfill  any such  obligation  in
any material  respect,  specifically  identifying  each such failure  known to
such officer and the nature and the status thereof.

Section 6.05      Annual Independent Public Accountants' Servicing Report.

      Except  with  respect to  Securitization  Transactions  occurring  on or
after January 1, 2006,  on or before  February 28, 2006,  the Company,  at its
expense,  shall  cause a firm of  independent  public  accountants  which is a
member of the American  Institute of Certified Public Accountants to furnish a
statement to each Purchaser to the effect that such firm has examined  certain
documents and records  relating to the servicing of the mortgage loans similar
in nature and that such firm is of the opinion that the  provisions of this or
similar  Agreements  have been complied  with,  and that, on the basis of such
examination  conducted  substantially  in compliance  with the Uniform  Single
Attestation Program for Mortgage Bankers,  nothing has come to their attention
which would  indicate that such servicing has not been conducted in compliance
therewith,  except for (i) such  exceptions  as such firm shall  believe to be
immaterial,  and (ii)  such  other  exceptions  as shall be set  forth in such
statement.  By  providing  Purchaser  a copy of a Uniform  Single  Attestation
Program Report from their independent public  accountant's on an annual basis,
Company  shall be  considered to have  fulfilled  its  obligations  under this
Section 6.05.


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Section 6.06      Report on Assessment of Compliance and Attestation.

      With  respect  to  any  Mortgage   Loans  that  are  the  subject  of  a
Securitization  Transaction  occurring on or before  March 1 of each  calendar
year, commencing in 2007, the Company shall:

      (i)   deliver to the  Purchaser  and any Depositor a report (in form and
            substance  reasonably  satisfactory  to  the  Purchaser  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 F hereto;

      (ii)  deliver  to  the  Purchaser  and  any  Depositor  a  report  of  a
            registered  public  accounting firm  reasonably  acceptable to the
            Purchaser and such  Depositor that attests to, and reports on, the
            assessment  of  compliance  made  by  the  Company  and  delivered
            pursuant to the preceding  paragraph.  Such  attestation  shall be
            in accordance with Rules  1-02(a)(3) and 2-02(g) of Regulation S-X
            under the Securities Act and the Exchange Act;

      (iii) cause each Subservicer and each  Subcontractor,  determined by the
            Company  pursuant to Section  425(b) to be  "participating  in the
            servicing  function" within the meaning of Item 1122 of Regulation
            AB, to deliver to the Purchaser  and such  Depositor an assessment
            of compliance  and  accountants'  attestation as and when provided
            in paragraphs (a) and (b) of this Section 6.06; and

      (iv)  deliver to the Purchaser,  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 in the form attached
            hereto as Exhibit G.

      The  Company  acknowledges  that the parties  identified  in clause (iv)
above may rely on the  certification  provided by the Company pursuant to such
clause  in  signing  a  Sarbanes   Certification  and  filing  such  with  the
Commission.

Section 6.07      Remedies.

      (i)   Any failure by the Company, any Subservicer,  any Subcontractor or
any Third-Party Originator to deliver any information,  report, certification,
accountants'  letter or other  material when and as required  under Article 9,
Section 6.04,  Section 6.05 or Section 6.06, or 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,  shall,  except as provided in sub-clause  (ii) of this Section,
immediately and automatically,  without notice or grace period,  constitute an
Event of Default  with  respect to the Company  under this  Agreement  and any
applicable  Reconstitution  Agreement,  and shall  entitle  the  Purchaser  or
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;  provided  that to the extent  than any
provision of this  Agreement  and/or any applicable  Reconstitution  Agreement
expressly   provides  for  the  survival  of  certain  rights  or  obligations
following  termination  of the Company as servicer,  such  provision  shall be
given effect.


                                      45
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      (ii)  Any failure by the Company,  any Subservicer or any  Subcontractor
to deliver any information,  report, certification or accountants' letter when
and as required  under Section 6.04,  Section 6.05 or Section 6.06,  including
any failure by the Company to identify any Subcontract  "participating  in the
servicing  function"  within the meaning of Item 1122 of Regulation  AB, which
continues  unremedied  for ten (10) calendar days after the date on which such
information,  report,  certification or accountants' letter was required to be
delivered  shall  constitute  an Event of Default  with respect to the Company
under this Agreement and any applicable  Reconstitution  Agreement,  and shall
entitle the Purchaser or Depositor,  as applicable,  in its sole discretion to
terminate  the rights and  obligations  of the  Company  under this  Agreement
and/or   any   applicable    Reconstitution    Agreement    without    payment
(notwithstanding   anything  in  this   Agreement  to  the  contrary)  of  any
compensation  to the Company;  provided  that to the extent that any provision
of this Agreement  and/or any applicable  Reconstitution  Agreement  expressly
provides  for  the  survival  of  certain  rights  or  obligations   following
termination of the Company as servicer, such provision shall be given effect.

      (iii) 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.

Section 6.08      Right to Examine Company Records.

      The  Purchaser,  or its  designee,  shall have the right to examine  and
audit any and all of the books,  records, or other information of the Company,
whether  held by the Company or by another on its behalf,  with  respect to or
concerning this Agreement or the Mortgage  Loans,  during business hours or at
such other times as may be reasonable  under  applicable  circumstances,  upon
reasonable  advance  notice.  The Purchaser  shall pay its own travel expenses
associated with such examination.


                                      46
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                                 ARTICLE VII

                             COMPANY TO COOPERATE

Section 7.01      Provision of Information.

      During the term of this  Agreement,  the  Company  shall  furnish to the
Purchaser such periodic, special, or other reports or information,  and copies
or  originals  of any  documents  contained  in the  Servicing  File  for each
Mortgage Loan provided for herein.  All other special  reports or  information
not  provided for herein as shall be  necessary,  reasonable,  or  appropriate
with  respect to the  Purchaser or any  regulatory  agency will be provided at
the Purchaser's expense.  All such reports,  documents or information shall be
provided by and in accordance with all reasonable  instructions and directions
which the Purchaser may give.

      The Company shall execute and deliver all such  instruments and take all
such action as the  Purchaser  may  reasonably  request from time to time,  in
order to effectuate the purposes and to carry out the terms of this Agreement.

Section 7.02      Financial Statements; Servicing Facility.

      In connection with marketing the Mortgage Loans,  the Purchaser may make
available to a prospective  Purchaser a  Consolidated  Statement of Operations
of the Company for the most recently  completed two (2) fiscal years for which
such a  statement  is  available,  as  well  as a  Consolidated  Statement  of
Condition  at the  end of the  last  two  (2)  fiscal  years  covered  by such
Consolidated  Statement of  Operations.  The Company also shall make available
any comparable  interim statements to the extent any such statements have been
prepared by or on behalf of the Company  (and are  available  upon  request to
members or stockholders of the Company or to the public at large).

      The  Company  also shall make  available  to  Purchaser  or  prospective
Purchaser a knowledgeable  financial or accounting  officer for the purpose of
answering questions  respecting recent  developments  affecting the Company or
the  financial  statements  of the  Company,  and to  permit  any  prospective
Purchaser to inspect the  Company's  servicing  facilities  for the purpose of
satisfying  such  prospective  Purchaser  that the  Company has the ability to
service the Mortgage Loans as provided in this Agreement.

                                 ARTICLE VIII

                                 THE COMPANY

Section 8.01      Indemnification; Third Party Claims.


                                      47
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      The Company shall  indemnify the Purchaser and hold it harmless  against
any  and  all  claims,  losses,  damages,   penalties,   fines,   forfeitures,
reasonable  and necessary  legal fees and related  costs,  judgments,  and any
other  costs,  fees and  expenses  that the  Purchaser  may sustain in any way
related to the  failure of the  Company to perform  its duties and service the
Mortgage  Loans in strict  compliance  with the terms of this  Agreement.  The
Company  immediately  shall notify the Purchaser if a claim is made by a third
party with respect to this Agreement or the Mortgage  Loans,  assume (with the
prior written  consent of the Purchaser) the defense of any such claim and pay
all expenses in connection  therewith,  including  counsel fees,  and promptly
pay,  discharge  and  satisfy  any  judgment  or decree  which may be  entered
against it or the  Purchaser  in  respect of such  claim.  The  Company  shall
follow any written  instructions  received  from the  Purchaser in  connection
with such claim.  The Purchaser  promptly shall  reimburse the Company for all
amounts  advanced  by it pursuant to the  preceding  sentence  except when the
claim is in any way  related  to the  Company's  indemnification  pursuant  to
Section  3.03,  or the failure of the Company to service  and  administer  the
Mortgage Loans in strict compliance with the terms of this Agreement.

Section 8.02      Merger or Consolidation of the Company.

      The  Company  shall  keep in  full  effect  its  existence,  rights  and
franchises and shall obtain and preserve its  qualification  to do business in
each  jurisdiction  in which such  qualification  is or shall be  necessary to
protect  the  validity  and  enforceability  of this  Agreement  or any of the
Mortgage Loans and to perform its duties under this Agreement.

      Any person into which the Company may be merged or consolidated,  or any
corporation  resulting from any merger,  conversion or  consolidation to which
the Company shall be a party, or any Person  succeeding to the business of the
Company,  shall  be  the  successor  of the  Company  hereunder,  without  the
execution  or filing of any paper or any further act on the part of any of the
parties  hereto,  anything herein to the contrary  notwithstanding,  provided,
however,  that the successor or surviving Person shall be an institution which
is a HUD/VA-approved company in good standing.  Furthermore,  in the event the
Company  transfers or otherwise  disposes of all or  substantially  all of its
assets to an  affiliate  of the  Company,  such  affiliate  shall  satisfy the
condition  above,  and shall also be fully liable to the  Purchaser for all of
the Company's obligations and liabilities hereunder.

Section 8.03      Limitation on Liability of Company and Others.

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


                                      48
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Section 8.04      Limitation on Resignation and Assignment by Company.

      The  Purchaser  has  entered  into this  Agreement  with the Company and
subsequent  purchaser  will  purchase the Mortgage  Loans in reliance upon the
independent status of the Company,  and the representations as to the adequacy
of its servicing facilities,  plant,  personnel,  records and procedures,  its
integrity,  reputation and financial  standing,  and the continuance  thereof.
Therefore,  the Company shall neither  assign this  Agreement or the servicing
rights  hereunder  or sell or  otherwise  dispose  of all of its  property  or
assets  without the prior  written  consent of the  Purchaser,  which  consent
shall not be unreasonably withheld.

      The Company  shall not resign  from the  obligations  and duties  hereby
imposed on it except by mutual  consent of the  Company and the  Purchaser  or
upon the  determination  that its duties  hereunder are no longer  permissible
under applicable law and such incapacity  cannot be cured by the Company.  Any
such  determination  permitting  the  resignation  of  the  Company  shall  be
evidenced by an Opinion of Counsel to such effect  delivered to the  Purchaser
which  Opinion of Counsel  shall be in form and  substance  acceptable  to the
Purchaser.  No such  resignation  shall  become  effective  until a  successor
shall have assumed the Company's  responsibilities  and obligations  hereunder
in the manner provided in Section 12.01.

      Without in any way limiting the  generality of this Section 8.04, in the
event that the Company  either  shall assign this  Agreement or the  servicing
responsibilities   hereunder   or  sell  or   otherwise   dispose  of  all  or
substantially  all of its  property  or  assets,  without  the  prior  written
consent  of the  Purchaser,  then  the  Purchaser  shall  have  the  right  to
terminate  this  Agreement  upon notice  given as set forth in Section  10.01,
without  any  payment of any  penalty or damages  and  without  any  liability
whatsoever to the Company or any third party.

                                  ARTICLE IX

                          SECURITIZATION TRANSACTION

Section 9.01      Securitization Transactions; Whole Loan Transfers and
                  Agency Transfers

      The  Purchaser and the Company agree that with respect to some or all of
the Mortgage Loans, the Purchaser,  at its sole option,  may effect Whole Loan
Transfers, Agency Sales or Securitization Transactions,  retaining the Company
as the Servicer  thereof or subservicer if a master  servicer is employed,  or
as applicable the  "seller/servicer." On the Reconstitution Date, the Mortgage
Loans  transferred  may  cease  to be  covered  by this  Agreement;  provided,
however,  that,  in the event that any Mortgage Loan  transferred  pursuant to
this Section 9.01 is rejected by the  transferee,  the Company shall  continue
to  service  such  rejected  Mortgage  Loan  on  behalf  of the  Purchaser  in
accordance with the terms and provisions of this Agreement.


                                      49
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The Company shall  cooperate with the Purchaser in connection  with each Whole
Loan Transfer,  Agency Sale or  Securitization  Transaction in accordance with
this Section 9.01.  In connection therewith the Company shall:

      (a)   make  all  representations  and  warranties  with  respect  to the
            Mortgage  Loans as of the  Closing  Date and with  respect  to the
            Company  itself  as  of  the  closing  date  of  each  Whole  Loan
            Transfer, Agency Sale or Securitization Transaction;

      (b)   negotiate   in  good  faith  and   execute   any   seller/servicer
            agreements  or  pooling  and  servicing   agreements  required  to
            effectuate  the  foregoing  provided  such  agreements  create  no
            greater  obligation  or  cost  on the  part  of the  Company  than
            otherwise set forth in this Agreement;

      (c)   with  respect  to  any  Mortgage  Loans  that  are  subject  to  a
            Securitization  Transaction  occurring  on or before  December 31,
            2005,  in  which  the  filing  of a  Sarbanes-Oxley  certification
            directly with the Commission is required,  by February 28, 2006 or
            in connection  with any  additional  Sarbanes-Oxley  certification
            required to be filed,  upon thirty (30) days  written  request for
            such  additional  certifications,  an officer of the Company shall
            execute and deliver a Company  Certification  substantially in the
            form  attached  hereto as  Exhibit  E, to the  entity  filing  the
            Sarbanes-Oxley  certification  directly with the Commission  (such
            as  the  Purchaser,  any  master  servicer,  any  trustee  or  any
            depositor)  for the  benefit  of such  entity  and  such  entity's
            affiliates  and the officers,  directors and agents of such entity
            and such entity's  affiliates,  and shall indemnify such entity or
            persons arising out of any breach of the Company's  obligations or
            representations  relating  thereto  as  provided  in such  Company
            Certification;

      (d)   provide as applicable:

            (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 shall request;

            (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  believed  necessary by the trustee,  any
                  Rating  Agency  or the  Purchaser,  as the case  may be,  in
                  connection with such Whole Loan  Transfers,  Agency Sales or
                  Securitization  Transactions.  The  Purchaser  shall pay all
                  third party costs  associated  with the  preparation of such
                  information.  The Company shall execute any  seller/servicer
                  agreements  required  within  a  reasonable  period  of time
                  after receipt of such seller/servicer  agreements which time
                  shall be sufficient  for the Company and  Company's  counsel
                  to  review  such  seller/servicer  agreements.   Under  this
                  Agreement,  the Company  shall  retain a  Servicing  Fee for
                  each Mortgage Loan at the Servicing Fee Rate; and


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      (e)   in connection with any Securitization  Transaction occurring on or
            after  January  1, 2006,  the  Company  shall (1) within  five (5)
            Business   Days   following   request  by  the  Purchaser  or  any
            Depositor,  provide to the  Purchaser and such  Depositor  (or, as
            applicable,   cause   each   Third-Party   Originator   and   each
            Subservicer  to  provide),  in writing  and in form and  substance
            reasonably  satisfactory to the Purchaser and such Depositor,  the
            information  and  materials  specified in  paragraphs  (i),  (ii),
            (iii) and (vii) of this  subsection  (e),  and (2) as  promptly as
            practicable  following  notice  to or  discovery  by the  Company,
            provide to the  Purchaser  and any  Depositor  (in  writing and in
            form and substance  reasonably  satisfactory  to the Purchaser and
            such  Depositor)  the  information  specified in paragraph (iv) of
            this subsection (e).

            (i)   if so  requested  by the  Purchaser  or any  Depositor,  the
                  Company  shall  provide such  information  regarding (1) the
                  Company,  as originator of the Mortgage Loans  (including as
                  an   acquirer   of   Mortgage   Loans   from   a   Qualified
                  Correspondent),  or (2) each Third-Party Originator, and (3)
                  as  applicable,  each  Subservicer,  as is requested for the
                  purpose of compliance  with Items  1103(a)(1),  1105,  1110,
                  1117 and  1119 of  Regulation  AB.  Such  information  shall
                  include, at a minimum:

                  (A)   the originator's form of organization;

                  (B)   a description of the originator's  origination program
                        and how  long  the  originator  has  been  engaged  in
                        originating    residential   mortgage   loans,   which
                        description   shall   include  a  discussion   of  the
                        originator's  experience in originating mortgage loans
                        of a similar type as the Mortgage  Loans;  information
                        regarding   the   size   and    composition   of   the
                        originator's  origination  portfolio;  and information
                        that may be  material,  in the good faith  judgment of
                        the  Purchaser,  to an analysis of the  performance of
                        the  Mortgage   Loans,   including  the   originators'
                        credit-granting or underwriting  criteria for mortgage
                        loans of  similar  type(s) as the  Mortgage  Loans and
                        such  other   information  as  the  Purchaser  or  any
                        Depositor  may  reasonably  request for the purpose of
                        compliance with Item 1110(b)(2) of Regulation AB;

                  (C)   a description  of any material  legal or  governmental
                        proceedings  pending  (or  known  to be  contemplated)
                        against the Company,  each Third-Party  Originator and
                        each Subservicer; and

                  (D)   a  description  of  any  affiliation  or  relationship
                        between  the  Company,  each  Third-Party  Originator,
                        each  Subservicer and any of the following  parties to
                        a  Securitization  Transaction,  as such  parties  are
                        identified  to the  Company  by the  Purchaser  or any
                        Depositor  in writing  in advance of a  Securitization
                        Transaction:


                                      51
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                        (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 (1) the Company,
                  if  the  Company  is  an   originator   of  Mortgage   Loans
                  (including   as  an  acquirer  of  Mortgage   Loans  from  a
                  Qualified   Correspondent),   and/or  (2)  each  Third-Party
                  Originator.  Such Static Pool Information  shall be prepared
                  by the Company (or  Third-Party  Originator) on the basis of
                  its   reasonable,   good   faith   interpretation   of   the
                  requirements  of Item  1105(a)(1)-(3)  of Regulation  AB. To
                  the  extent  that  there  is  reasonably  available  to  the
                  Company (or Third-Party  Originator) Static Pool Information
                  with  respect  to more  than one  mortgage  loan  type,  the
                  Purchaser  or any  Depositor  shall be  entitled  to specify
                  whether  some or all of such  information  shall be provided
                  pursuant  to this  paragraph.  The  content  of such  Static
                  Pool Information may be in the form customarily  provided by
                  the Company,  and need not be  customized  for the Purchaser
                  or any  Depositor.  Such  Static Pool  Information  for each
                  vintage  origination  year or  prior  securitized  pool,  as
                  applicable,   shall  be  presented  in  increments  no  less
                  frequently  than  quarterly  over the  life of the  mortgage
                  loans  included  in the  vintage  origination  year or prior
                  securitized  pool. The most recent  periodic  increment must
                  be as of a date no later  than 135 days prior to the date of
                  the  prospectus  or other  offering  document  in which  the
                  Static Pool  Information  is to be included or  incorporated
                  by  reference.   The  Static  Pool   Information   shall  be
                  provided in an  electronic  format that provides a permanent
                  record  of the  information  provided,  such  as a  portable
                  document format (pdf) file, or other such electronic  format
                  reasonably  required by the Purchaser or the  Depositor,  as
                  applicable.

                  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.


                                      52
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            (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 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;


                                      53
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                         (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;


                                      54
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                  (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; and

                  (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.

            (iv)  If so requested by the  Purchaser or any  Depositor  for the
                  purpose of  satisfying  its 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) notify the
                  Purchaser  and any  Depositor in writing of (A) any material
                  litigation or governmental  proceedings  pending against the
                  Company,  any Subservicer or any Third-Party  Originator and
                  (B)  any   affiliations   or   relationships   that  develop
                  following the closing date of a  Securitization  Transaction
                  between the  Company,  any  Subservicer  or any  Third-Party
                  Originator  and  any of the  parties  specified  in  Section
                  9.01(e)(i)(D)  (and any other parties  identified in writing
                  by   the   requesting    party)   with   respect   to   such
                  Securitization   Transaction,   and  (2)   provide   to  the
                  Purchaser   and  any   Depositor  a   description   of  such
                  proceedings, affiliations or relationships.

            (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  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 is
                  reporting  obligation  under  Item  6.02  of Form  8-K  with
                  respect to any class of asset-backed securities.


                                      55
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            (vi)  (A)   The Company shall  represent to the  Purchaser,  as of
                        the date on which  information  is first  provided  to
                        the Purchaser under this Section 9.01(e) that,  except
                        as  disclosed  in  writing to the  Purchaser  prior to
                        such  date:  (1) the  Company is not aware and has not
                        received notice that any default,  early  amortization
                        or other performance  triggering event has occurred as
                        to any other  securitization due to any act or failure
                        to act of the  Company;  (2) the  Company has not been
                        terminated as servicer in a residential  mortgage loan
                        securitization,  either due to a servicing  default or
                        to  application  of a  servicing  performance  test or
                        trigger;  (3)  no  material   noncompliance  with  the
                        applicable  servicing  criteria  with respect to other
                        securitizations   of   residential    mortgage   loans
                        involving  the Company as servicer has been  disclosed
                        or reported by the  Company;  (4) no material  changes
                        to the Company's  policies or procedures  with respect
                        to the  servicing  function it will perform under this
                        Agreement   and  any   Reconstitution   Agreement  for
                        mortgage  loans  of a type  similar  to  the  Mortgage
                        Loans  have  occurred  during  the  three-year  period
                        immediately   preceding  the  related   Securitization
                        Transaction;   (5)  there  are  no   aspects   of  the
                        Company's   financial  condition  that  could  have  a
                        material  adverse  effect  on the  performance  by the
                        Company  of  its  servicing   obligations  under  this
                        Agreement or any Reconstitution  Agreement;  (6) there
                        are no  material  legal  or  governmental  proceedings
                        pending  (or  known to be  contemplated)  against  the
                        Company,    any   Subservicer   or   any   Third-Party
                        Originator;   and  (7)  there  are  no   affiliations,
                        relationships   or   transactions   relating   to  the
                        Company,    any   Subservicer   or   any   Third-Party
                        Originator   with   respect   to  any   Securitization
                        Transaction  and any party  thereto  identified by the
                        related  Depositor of a type described in Item 1119 of
                        Regulation AB.

                  (B)   If  so  requested   by  the   Purchaser  on  any  date
                        following  the  date on  which  information  is  first
                        provided to the Purchaser under this Section  9.01(e),
                        the  Company  shall,  within  five (5)  Business  Days
                        following   such  request,   confirm  in  writing  the
                        accuracy of the  representations  and  warranties  set
                        forth  in  sub  clause  (A)  above  or,  if  any  such
                        representation  and warranty is not accurate as of the
                        date  of such  request,  provide  reasonably  adequate
                        disclosure of the pertinent facts, in writing,  to the
                        requesting party.

            (vii) In  addition  to  such   information  as  the  Company,   as
                  servicer,   is  obligated  to  provide   pursuant  to  other
                  provisions  of  this  Agreement,  if  so  requested  by  the
                  Purchaser or any  Depositor,  the Company shall provide such
                  information  reasonably  available to the Company  regarding
                  the  performance  of the  Mortgage  Loans  as is  reasonably
                  required to facilitate  preparation of distribution  reports
                  in accordance with Item 1121 of Regulation AB.

      (f)   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
            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 and
            agents of each of the  foregoing and of the  Depositor,  and shall
            hold each of them harmless  from and against any losses,  damages,
            penalties,  fines,  forfeitures,   legal  fees  and  expenses  and
            related costs,  judgments,  and any other costs, fees and expenses
            that any of them may sustain arising out of or based upon:


                                      56
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            (i)   (A)   any untrue  statement of a material fact  contained or
                  alleged  to  be  contained  in  any   information,   report,
                  certification,   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   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.

            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.


                                      57
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      (g)   the  Purchaser  and each Person who controls the  Purchaser  shall
            indemnify the Company,  each affiliate of the Company, each Person
            who  controls  any of such  parties  or the  Company  (within  the
            meaning of Section 15 of the  Securities Act and Section 20 of the
            Exchange  Act) and the  respective  present and former  directors,
            officers,  employees  and agents of each of the  foregoing  and of
            the  Company,  and  shall  hold  each of them  harmless  from  and
            against any losses, damages, penalties, fines, forfeitures,  legal
            fees and  expenses  and related  costs,  judgments,  and any other
            costs,  fees and expenses that any of them may sustain arising out
            of or based upon:

            (i)   (A)   any untrue  statement of a material fact  contained or
                  alleged to be contained in any  offering  materials  related
                  to   a   Securitization   Transaction,   including   without
                  limitation   the   registration    statement,    prospectus,
                  prospectus  supplement,  any private  placement  memorandum,
                  any offering circular, any computational  materials, and any
                  amendments or  supplements  to the foregoing  (collectively,
                  the  "Securitization  Materials")  or (B)  the  omission  or
                  alleged omission to state in the Securitization  Materials a
                  material  fact  required to be stated in the  Securitization
                  Materials  or  necessary  in order  to make  the  statements
                  therein,  in the light of the circumstances under which they
                  were made, not misleading,  but only to the extent that such
                  untrue  statement or alleged untrue statement or omission or
                  alleged  omission  is other  than a  statement  or  omission
                  arising out of,  resulting  from,  or based upon the Company
                  Information.

      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.  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.  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  Securitization   Transaction,   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.


                                      58
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In the event the  Purchaser  has elected to have the Company hold record title
to the Mortgages,  prior to the Reconstitution  Date the Company shall prepare
an  Assignment  of Mortgage  in blank or to the  trustee or to the  subsequent
purchaser from the Company  acceptable to the trustee or subsequent  purchaser
for each Mortgage Loan that is part of the Whole Loan  Transfers,  Agency Sale
or  Securitization  Transactions.  The Purchaser shall pay all preparation and
recording  costs  associated   therewith.   The  Company  shall  execute  each
Assignment,  track  such  Assignments  of  Mortgage  to ensure  they have been
recorded and deliver them as required by the trustee or  subsequent  purchaser
upon the Company's  receipt thereof.  Additionally,  the Company shall prepare
and execute,  at the  direction of the  Purchaser,  any note  endorsements  in
connection with any and all seller/servicer agreements.

      Notwithstanding  any provisions of this  Agreement to the contrary,  all
Mortgage  Loans  sold or  transferred  to an  Agency,  shall  be  serviced  in
accordance  with the guidelines of the respective  Agency.  All Mortgage Loans
(i) not sold or transferred pursuant to Whole Loan Transfers,  Agency Sales or
Securitization  Transactions or (ii) that are subject to a Securitization  for
which the related trust is terminated for any reason,  shall remain subject to
this Agreement and shall continue to be serviced in accordance  with the terms
of this  Agreement  and with respect  thereto this  Agreement  shall remain in
full force and effect.

                                  ARTICLE X

                                   DEFAULT

Section 10.01     Events of Default.

      Each of the following  shall  constitute an Event of Default on the part
of the Company:

      (i)   any failure by the Company to remit to the  Purchaser  any payment
            required  to be made  under  the  terms  of this  Agreement  which
            continues  unremedied  for a period  of five  days  after the date
            upon which written  notice of such failure,  requiring the same to
            be  remedied,  shall  have  been  given  to  the  Company  by  the
            Purchaser; or

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

      (iii) failure by the Company to  maintain  its license to do business in
            any jurisdiction  where the Mortgaged  Property is located if such
            license is required; or


                                      59
(page)

      (iv)  a decree or order of a court or agency  or  supervisory  authority
            having  jurisdiction  for  the  appointment  of a  conservator  or
            receiver or liquidator in any  insolvency,  readjustment  of debt,
            including  bankruptcy,  marshaling  of assets and  liabilities  or
            similar  proceedings,  or for the winding-up or liquidation of its
            affairs,  shall have been  entered  against  the  Company and such
            degree or order  shall  have  remained  in force  undischarged  or
            unstayed for a period of 60 days; or

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

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

      (vii) the  Company  ceases  to  meet  the  qualifications  of an  Agency
            servicer; or

     (viii) the   Company   attempts   to   assign   its   right to  servicing
            compensation   hereunder  or  to  assign  this  Agreement  or  the
            servicing responsibilities hereunder in violation of Section 8.04.

      In each and every  such case,  so long as an Event of Default  shall not
have been remedied,  in addition to whatever  rights the Purchaser may have at
law  or  equity  to  damages,   including   injunctive   relief  and  specific
performance,  the  Purchaser,  by  notice  in  writing  to  the  Company,  may
terminate all the rights and  obligations  of the Company under this Agreement
and in and to the Mortgage Loans and the proceeds thereof.

      Upon receipt by the Company of such written  notice,  all  authority and
power of the  Company  under  this  Agreement,  whether  with  respect  to the
Mortgage  Loans or  otherwise,  shall  pass to and be vested in the  successor
appointed   pursuant  to  Section  12.01.   Upon  written   request  from  any
Purchaser,  the Company  shall  prepare,  execute and deliver to the successor
entity   designated   by  the  Purchaser  any  and  all  documents  and  other
instruments,  place in such successor's  possession all Mortgage Files, and do
or cause to be done all  other  acts or things  necessary  or  appropriate  to
effect the purposes of such notice of  termination,  including but not limited
to the transfer  and  endorsement  or  assignment  of the  Mortgage  Loans and
related  documents,   at  the  Company's  sole  expense.   The  Company  shall
cooperate with the Purchaser and such  successor in effecting the  termination
of the Company's  responsibilities  and rights  hereunder,  including  without
limitation,  the transfer to such  successor for  administration  by it of all
cash  amounts  which  shall  at the time be  credited  by the  Company  to the
Custodial  Account or Escrow  Account or  thereafter  received with respect to
the Mortgage Loans.

Section 10.02     Waiver of Defaults.


                                      60
(page)

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

                                  ARTICLE XI

                                 TERMINATION

Section 11.01     Termination.

      This Agreement shall  terminate upon either:  (i) the later of the final
payment or other  liquidation  (or any advance  with  respect  thereto) of the
last Mortgage Loan or the  disposition of any REO Property with respect to the
last Mortgage  Loan and the  remittance  of all funds due  hereunder;  or (ii)
mutual consent of the Company and the Purchaser in writing.

Section 11.02     Termination Without Cause.

      The Purchaser may terminate,  at its sole option, any rights the Company
may have  hereunder,  without  cause as provided in this  Section  11.02.  Any
such notice of  termination  shall be in writing and  delivered to the Company
by registered mail as provided in Section 12.05.

      The Company shall be entitled to receive,  as such  liquidated  damages,
upon the transfer of the  servicing  rights,  an amount equal to: (i) 2.75% of
the aggregate  outstanding  principal  amount of the Mortgage  Loans as of the
termination  date paid by the  Purchaser to the Company with respect to all of
the  Mortgage  Loans  for  which a  servicing  fee rate of  0.250% is paid per
annum,  (ii)  3.25%  of the  aggregate  outstanding  principal  amount  of the
Mortgage  Loans  as of the  termination  date  paid  by the  Purchaser  to the
Company with respect to all of the  Mortgage  Loans for which a servicing  fee
rate  of  .375%  is  paid  per  annum,   and  (iii)  3.75%  of  the  aggregate
outstanding  principal amount of the Mortgage Loans as of the termination date
paid by the  Purchaser  to the  Company  with  respect to all of the  Mortgage
Loans for which a servicing fee rate of 0.44% or more is paid per annum.

                                 ARTICLE XII

                           MISCELLANEOUS PROVISIONS

Section 12.01     Successor to Company.


                                      61
(page)

      Prior to termination of the Company's  responsibilities and duties under
this Agreement  pursuant to Sections  8.04,  10.01,  11.01 (ii) or 11.02,  the
Purchaser   shall,   (i)   succeed  to  and   assume  all  of  the   Company's
responsibilities,  rights,  duties and obligations  under this  Agreement,  or
(ii) appoint a successor having the  characteristics set forth in Section 8.02
and which shall succeed to all rights and assume all of the  responsibilities,
duties  and  liabilities  of the  Company  under this  Agreement  prior to the
termination of Company's  responsibilities,  duties and liabilities under this
Agreement.  In connection with such appointment and assumption,  the Purchaser
may make such  arrangements  for the  compensation  of such  successor  out of
payments  on  Mortgage  Loans as it and such  successor  shall  agree.  In the
event that the Company's duties,  responsibilities  and liabilities under this
Agreement should be terminated  pursuant to the aforementioned  sections,  the
Company shall  discharge  such duties and  responsibilities  during the period
from the date it acquires  knowledge of such  termination  until the effective
date  thereof  with the same  degree of  diligence  and  prudence  which it is
obligated  to  exercise  under  this  Agreement,  and  shall  take  no  action
whatsoever  that might impair or prejudice  the rights or financial  condition
of its successor.  The  resignation or removal of the Company  pursuant to the
aforementioned  sections shall not become effective until a successor shall be
appointed  pursuant to this  Section  12.01 and shall in no event  relieve the
Company of the  representations  and warranties made pursuant to Sections 3.01
and 3.02 and the remedies  available to the  Purchaser  under Section 3.03, it
being  understood and agreed that the provisions of such Sections 3.01,  3.02,
and 3.03 shall be  applicable  to the Company  notwithstanding  any such sale,
assignment,  resignation or termination of the Company,  or the termination of
this Agreement.

      Any successor  appointed as provided  herein shall execute,  acknowledge
and deliver to the Company and to the Purchaser an instrument  accepting  such
appointment,   wherein  the  successor  shall  make  the  representations  and
warranties  set forth in Section  3.01,  except for the portion of  subsection
(h)  relating to sale of the  mortgage  loans and all of  subsections  (j) and
(l) thereof,  whereupon such successor  shall become fully vested with all the
rights, powers, duties,  responsibilities,  obligations and liabilities of the
Company,  with  like  effect  as  if  originally  named  as a  party  to  this
Agreement.  Any  termination  or  resignation of the Company or termination of
this  Agreement  pursuant  to Section  8.04,  10.01,  11.01 or 11.02 shall not
affect any claims that any Purchaser may have against the Company  arising out
of the Company's  actions or failure to act prior to any such  termination  or
resignation.

      The Company shall deliver  promptly to the successor  servicer the funds
in the  Custodial  Account  and  Escrow  Account  and all  Mortgage  Files and
related  documents and  statements  held by it hereunder and the Company shall
account for all funds and shall  execute and deliver such  instruments  and do
such  other  things  as  may   reasonably   be  required  to  more  fully  and
definitively  vest  in  the  successor  all  such  rights,   powers,   duties,
responsibilities, obligations and liabilities of the Company.

      Upon a successor's  acceptance of appointment as such, the Company shall
notify  by mail the  Purchaser  of such  appointment  in  accordance  with the
procedures set forth in Section 12.05.

Section 12.02     Amendment.

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


                                      62
(page)

Section 12.03     Governing Law.

      This  Agreement  shall be construed in  accordance  with the laws of the
State of New York and the  obligations,  rights and  remedies  of the  parties
hereunder shall be determined in accordance with such laws.

      Each of the Company and the Purchaser hereby knowingly,  voluntarily and
intentionally  waives  any and all  rights  it may  have to a trial by jury in
respect  or  any  litigation  based  on,  or  arising  out  of,  under,  or in
connection  with,  this  Agreement,  or any other  documents  and  instruments
executed in connection herewith, or any course of conduct,  course of dealing,
statements  (whether  oral or  written),  or  actions  of the  Company  or the
Purchaser.  This  provision  is a material  inducement  for the  Purchaser  to
enter into this Agreement

Section 12.04     Duration of Agreement.

      This Agreement  shall continue in existence and effect until  terminated
as herein provided.  This Agreement shall continue  notwithstanding  transfers
of the Mortgage Loans by the Purchaser.

Section 12.05     Notices.

      All demands,  notices and  communications  hereunder shall be in writing
and shall be deemed to have been  duly  given if  personally  delivered  at or
mailed by registered mail, postage prepaid, addressed as follows:

      (i)   if  to  the  Company  with  respect  to  servicing   and  investor
            reporting issues:

            Wells Fargo Bank, N.A.
            1 Home Campus
            Des Moines, IA  50328-0001
            Attention:  John B. Brown, MAC X2401-042
            Fax: 515/213-7121

            If to the Company with respect to all other issues:

            Wells Fargo Bank, N.A.
            7430 New Technology Way
            Frederick, MD  21703
            Attention:  Structured Finance Manager, MAC X3906-012
            Fax:  301/846-8152

            In each instance with a copy to:

            Wells Fargo Bank, N.A.
            1 Home Campus
            Des Moines, Iowa  50328-0001
            Attention:  General Counsel MAC X2401-06T


                                      63
(page)

            or  such  other  address  as may  hereafter  be  furnished  to the
      Purchaser in writing    by the Company;

      (ii)  if to Purchaser:

            EMC Mortgage Corporation
            Mac Arthur Ridge II
            909 Hidden Ridge Drive
            Suite 200
            Irving, Texas  75038
            Attention:  Ralene Ruyle, President

Section 12.06     Severability of Provisions.

      If any one or more of the covenants, agreements,  provisions or terms of
this  Agreement  shall be held  invalid for any reason  whatsoever,  then such
covenants, agreements,  provisions or terms shall be deemed severable from the
remaining  covenants,  agreements,  provisions or terms of this  Agreement and
shall in no way affect the validity or  enforceability of the other provisions
of this Agreement.

Section 12.07     Relationship of Parties.

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

Section 12.08     Execution; Successors and Assigns.

      This  Agreement may be executed in one or more  counterparts  and by the
different  parties  hereto on separate  counterparts,  each of which,  when so
executed,  shall be deemed to be an  original;  such  counterparts,  together,
shall  constitute one and the same  agreement.  Subject to Section 8.04,  this
Agreement  shall inure to the  benefit of and be binding  upon the Company and
the Purchaser and their respective  successors and assigns.  The parties agree
that this  Agreement and signature  pages thereof may be  transmitted  between
them  by  facsimile  and  that  faxed   signatures  may  constitute   original
signatures and that a faxed signature page containing the signature  (faxed or
original) is binding on the parties.

Section 12.09     Recordation of Assignments of Mortgage.

      To the extent  permitted by applicable  law, each of the  Assignments of
Mortgage is subject to recordation in all appropriate  public offices for real
property  records in all the  counties or other  comparable  jurisdictions  in
which any or all of the Mortgaged  Properties  are situated,  and in any other
appropriate  public  recording  office or elsewhere,  such  recordation  to be
effected  at  the  Company's  expense  in  the  event  recordation  is  either
necessary  under  applicable  law or  requested  by the  Purchaser at its sole
option.  The company shall only be responsible  for the costs of recording the
initial   Assignments   of  Mortgage.   In  no  event  shall  the  Company  be
responsible  for the cost of recording  Assignments  of Mortgage in connection
with a subsequent sale or transfer of the Mortgage Loans by the Purchaser.


                                      64
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Section 12.10     Assignment by Purchaser.

      The Purchaser  shall have the right,  without the consent of the Company
but  subject  to the limit set forth in Section  2.02  hereof,  to assign,  in
whole or in part,  its interest  under this  Agreement with respect to some or
all of the Mortgage Loans,  and designate any person to exercise any rights of
the  Purchaser   hereunder,   by  executing  an  Assignment,   Assumption  and
Recognition  Agreement and the assignee or designee shall accede to the rights
and  obligations  hereunder of the  Purchaser  with  respect to such  Mortgage
Loans.  All references to the Purchaser in this  Agreement  shall be deemed to
include its assignee or designee.

Section 12.11  Solicitation of Mortgagor.

      Neither party shall,  after the Closing Date, take any action to solicit
the  refinancing  of any  Mortgage  Loan.  It is  understood  and agreed  that
neither (i) promotions  undertaken by either party or any affiliate  which are
directed to the general public at large, including,  without limitation,  mass
mailings based upon  commercially  acquired mailing lists,  newspaper,  radio,
television  advertisements  nor  (ii)  serving  the  refinancing  needs  of  a
Mortgagor who, without solicitation,  contacts either party in connection with
the  refinance  of  such   Mortgage  or  Mortgage   Loan,   shall   constitute
solicitation under this Section.

               [Intentionally Blank - Next Page Signature Page]


                                      65
(page)

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

EMC MORTGAGE CORPORATION                  WELLS FARGO BANK, N.A.
Purchaser                                 Company

By:___________________________            By:___________________________

Name:_________________________            Name:_________________________

Title:________________________            Title:________________________


                                      66
(page)

STATE OF                )
                        )     ss:
COUNTY OF ___________   )

      On the _____ day of  _______________,  20___ before me, a Notary  Public
in and for  said  State,  personally  appeared  __________,  known to me to be
_____________  of Wells Fargo Bank,  N.A.,  the national  banking  association
that executed the within  instrument and also known to me to be the person who
executed  it on behalf of said  bank,  and  acknowledged  to me that such bank
executed the within instrument.

      IN WITNESS  WHEREOF,  I have hereunto set my hand affixed my office seal
the day and year in this certificate first above written.

                                          _____________________________________
                                          Notary Public

                                          My Commission expires________________


                                      67
(page)

STATE OF                )
                        )     ss:
COUNTY OF               )

      On the _____ day of  _______________,  20___ before me, a Notary  Public
in       and       for       said       State,       personally       appeared
_____________________________________,    known    to    me    to    be    the
______________________________  of EMC Mortgage  Corporation,  the corporation
that executed the within  instrument and also known to me to be the person who
executed it on behalf of said  corporation,  and  acknowledged to me that such
corporation executed the within instrument.

      IN WITNESS  WHEREOF,  I have hereunto set my hand affixed my office seal
the day and year in this certificate first above written.

                                          _____________________________________
                                          Notary Public

                                          My Commission expires________________


                                      68
(page)

                                   EXHIBIT A

                            MORTGAGE LOAN SCHEDULE
(page)

                                  EXHIBIT B

                        CONTENTS OF EACH MORTGAGE FILE

      With respect to each  Mortgage  Loan,  the Mortgage  File shall  include
each of the following  items,  which shall be available for  inspection by the
Purchaser and any  prospective  Purchaser,  and which shall be retained by the
Company in the  Servicing  File or  delivered  to the  Custodian  pursuant  to
Sections 2.01 and 2.03 of the Seller's  Warranties and the Servicing Agreement
to which this Exhibit is attached (the "Agreement"):

      1.    The original  Mortgage Note bearing all intervening  endorsements,
            endorsed   "Pay   to  the   order   of   without   recourse"   and
            signed in the name of the  Company by an  authorized  officer  (in
            the event that the Mortgage  Loan was acquired by the Company in a
            merger,  the signature must be in the following form:  "[Company],
            successor  by merger to [name of  predecessor]";  and in the event
            that the Mortgage  Loan was acquired or  originated by the Company
            while doing  business under another name, the signature must be in
            the  following  form:  "[Company],   formerly  know  as  [previous
            name]").

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

      3.    The  recorded   original  related  Mortgage   pertaining  to  such
            Mortgage  Loan,  together  with any addenda and riders,  or a copy
            certified  by Seller to be a true and correct copy of the original
            recorded  document,  or if the related  Mortgage is in the process
            of being recorded, a photocopy of the related Mortgage,  certified
            by the  Company  or an officer of the  respective  prior  owner of
            such Mortgage Loan or by the applicable  title insurance  company,
            closing/settlement/escrow  agent or company or closing attorney to
            be a true and  correct  copy of the related  Mortgage  transmitted
            for recordation.  Provided,  however,  if the Purchaser requires a
            clerk  certified  copy  of the  original  recorded  Mortgage,  the
            Company shall request such from the appropriate  recording  office
            and  furnish  it to the  Purchaser  as soon a  practicable  and no
            event later than 180 days of Purchaser's request;

      4.    The  originals or certified  true copies of any document  sent for
            recordation  of all  assumption,  modification,  consolidation  or
            extension agreements, with evidence of recording thereon.

      5.    The original  Assignment  of Mortgage for each  Mortgage  Loan, in
            form  and  substance  acceptable  for  recording  (except  for the
            insertion   of  the   name   of   the   assignee   and   recording
            information).  The  Assignment  of Mortgage  must be duly recorded
            only if recordation is either  necessary  under  applicable law or
            commonly required by private  institutional  mortgage investors in
            the area where the  Mortgaged  Property is located or on direction
            of  the  Purchaser.  If  the  Assignment  of  Mortgage  is  to  be
            recorded,  the  Mortgage  shall be assigned to the  Purchaser.  If
            the  Assignment of Mortgage is not to be recorded,  the Assignment
            of Mortgage  shall be  delivered in blank.  If the  Mortgage  Loan
            was  acquired  by the  Company  in a  merger,  the  Assignment  of
            Mortgage must be made by "[Company],  successor by merger to [name
            of   predecessor]."   If  the   Mortgage   Loan  was  acquired  or
            originated  by the Company  while  doing  business  under  another
            name, the  Assignment of Mortgage must be by "[Company],  formerly
            know as  [previous  name]."  Subject  to the  foregoing  and where
            permitted  under the applicable laws of the  jurisdiction  wherein
            the Mortgaged  property is located,  such  Assignments of Mortgage
            may be made by blanket  assignments  for Mortgage Loans secured by
            the Mortgaged Properties located in the same county.

(page)

      6.    The recorded original,  or a copy certified by the Company to be a
            true  and  correct  copy  of the  original  recorded,  intervening
            Assignment  of the  Mortgage  as is  necessary  to show a complete
            chain  of  title  from  the  respective  loan  originator  to  the
            respective  prior  owner of such  Mortgage  Loan  or,  if any such
            original  is  unavailable  because  it is in the  process of being
            recorded, a photocopy of such intervening  Assignment certified by
            the  Company  or an officer  of the prior  owner of such  Mortgage
            Loan to be a true and correct copy of such intervening  Assignment
            submitted for  recordation.  Provided,  however,  if the Purchaser
            requires  a  clerk   certified  copy  of  the  original   recorded
            intervening  Assignment,  the Company  shall request such from the
            appropriate  recording  office and furnish it to the  Purchaser as
            soon  a   practicable   and  no  event  later  than  180  days  of
            Purchaser's request;

      7.    The  evidence  of the  issuance  of the  electronic  MIC or LGC as
            applicable, where required pursuant to the Agreement.

      8.    The  original   mortgagee  policy  of  title  insurance  or  other
            evidence of title such as a copy of the title  commitment  or copy
            of the preliminary title commitment.

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

With respect to each Mortgage  Loan,  the Servicing File shall include each of
the following  items to the extent in the  possession of the Company or in the
possession of the Company's agent(s):

      10.   The  original  hazard  insurance  policy  and, if required by law,
            flood  insurance  policy,  in accordance  with Section 4.10 of the
            Agreement.

      11.   Residential loan application.

      12.   Mortgage Loan closing statement.

      13.   Verification  of employment and income,  unless  originated  under
            the Company's Limited Documentation program,  Fannie Mae Timesaver
            Plus.

      14.   Verification  of acceptable  evidence of source and amount of down
            payment.


                                       2
(page)

      15.   Credit report on the Mortgagor.

      16.   Residential appraisal report.

      17.   Photograph of the Mortgaged Property.

      18.   Survey of the Mortgage property,  if required by the title company
            or applicable law.

      19.   Copy of each instrument  necessary to complete  identification  of
            any  exception  set forth in the  exception  schedule in the title
            policy,  i.e.  map  or  plat,   restrictions,   easements,   sewer
            agreements, home association declarations, etc.

      20.   All required disclosure statements.

      21.   If available,  termite report, structural engineer's report, water
            potability and septic certification.

      22.   Sales contract, if applicable.

      23.   Evidence  of payment of taxes and  insurance  premiums,  insurance
            claim files,  correspondence,  current and historical computerized
            data files,  and all other  processing,  underwriting  and closing
            papers and records which are  customarily  contained in a mortgage
            loan file and which are required to document the Mortgage  Loan or
            to service the Mortgage Loan.

      24.   Amortization schedule, if available.

      25.   Payment  history  for any  Mortgage  Loan that has been closed for
            more than 90 days.

      26.   Original power of attorney, if applicable.

      In the event an  Officer's  Certificate  of the Company is  delivered to
the  Custodian  because of a delay  caused by the public  recording  office in
returning any recorded  document,  the Company shall deliver to the Custodian,
within 240 days of the Closing Date, an Officer's  Certificate which shall (i)
identify the recorded document,  (ii) state that the recorded document has not
been  delivered  to the  Custodian  due solely to a delay caused by the public
recording  office,  (iii) state the amount of time  generally  required by the
applicable  recording  office to record and return a  document  submitted  for
recordation,  and (iv) specify the date the applicable  recorded document will
be delivered  to the  Custodian.  The Company  shall be required to deliver to
the Custodian the applicable  recorded  document by the date specified in (iv)
above.  An  extension  of the date  specified  in (iv) above may be  requested
from the Purchaser, which consent shall not be unreasonably withheld.


                                       3
(page)

      Notwithstanding  paragraphs 1 and 6 above,  the  Purchaser  acknowledges
that the  Company  may  deliver  (i) a  Mortgage  Note for  which the chain of
endorsements  is not  identical to that of the  intervening  Assignments  with
respect to such Mortgage Note,  which shall not affect the  enforceability  of
such  Mortgage  Note,  and/or  (ii)  intervening  Assignments  which  are  not
identical to the chain of  endorsements  with respect to such  Mortgage  Note,
which  shall  not  affect  the  validity  of  such  intervening   Assignments;
provided,  however, that such acknowledgment shall in no way operate to negate
the Purchaser's  remedies for the Company's breach of the  representations and
warranties under this Agreement.


                                       4
(page)

                                  EXHIBIT C

                             CUSTODIAL AGREEMENT

(page)

                                  EXHIBIT D

               ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                                                            ____________, 20__

      ASSIGNMENT,     ASSUMPTION    AND    RECOGNITION     AGREEMENT,     dated
___________________,  20____  between  _________________,  a  _________________
corporation   having   an   office  at   _________________   ("Assignor")   and
_________________, having an office at _________________ ("Assignee"):

      For and in  consideration  of the sum of one  dollar  ($1.00)  and other
valuable  consideration  the  receipt  and  sufficiency  of which  are  hereby
acknowledge,  and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

      1.    The Assignor hereby grants,  transfers and assigns to Assignee all
of the right, title and interest of Assignor,  as Purchaser,  in, to and under
that certain  Seller's  Warranties  and Servicing  Agreement,  (the  "Seller's
Warranties and Servicing  Agreement"),  dated as of _________________,  by and
between  _________________  (the  "Purchaser"),   and  _________________  (the
"Company"),  and the Mortgage Loans delivered thereunder by the Company to the
Assignor, and that certain Custodial Agreement,  (the "Custodial  Agreement"),
dated as of  _________________,  by and among the Company,  the  Purchaser and
_________________ (the "Custodian").

      2.    The Assignor  warrants and represents to, and covenants  with, the
Assignee that:

            a.    The Assignor is the lawful owner of the Mortgage  Loans with
the full right to  transfer  the  Mortgage  Loans free from any and all claims
and encumbrances whatsoever;

            b.    The  Assignor  has  not  received  notice  of,  and  has  no
knowledge of, any offsets,  counterclaims  or other defenses  available to the
Company with respect to the Seller's  Warranties  and  Servicing  Agreement or
the Mortgage Loans;

            c.    The Assignor  has not waived or agreed to any waiver  under,
or agreed to any amendment or other  modification of, the Seller's  Warranties
and  Servicing  Agreement,  the  Custodial  Agreement or the  Mortgage  Loans,
including without  limitation the transfer of the servicing  obligations under
the  Seller's  Warranties  and  Servicing  Agreement.   The  Assignor  has  no
knowledge of, and has not received  notice of, any waivers under or amendments
or other  modifications of, or assignments of rights or obligations under, the
Seller's Warranties and Servicing Agreement or the Mortgage Loans; and

            d.    Neither  the  Assignor  nor anyone  acting on its behalf has
offered,  transferred,  pledged,  sold or  otherwise  disposed of the Mortgage
Loans,  any interest in the Mortgage  Loans or any other similar  security to,
or  solicited  any  offer  to  buy or  accept  a  transfer,  pledge  or  other
disposition of the Mortgage  Loans,  any interest in the Mortgage Loans or any
other  similar  security  from, or otherwise  approached  or  negotiated  with
respect to the  Mortgage  Loans,  any  interest in the  Mortgage  Loans or any
other similar  security  with,  any person in any manner,  or made any general
solicitation by means of general  advertising or in any other manner, or taken
any other action which would  constitute a distribution  of the Mortgage Loans
under the  Securities  Act of 1933 (the "33 Act") or which  would  render  the
disposition  of the  Mortgage  Loans a violation of Section 5 of the 33 Act or
require registration pursuant thereto.
(page)

      3.    That Assignee  warrants and represent to, and covenants  with, the
Assignor and the Company pursuant to Section 12.10 of the Seller's  Warranties
and Servicing Agreement that:

            a.    The Assignee  agrees to be bound,  as  Purchaser,  by all of
the terms,  covenants and conditions of the Seller's  Warranties and Servicing
Agreement,  the Mortgage Loans and the Custodial Agreement, and from and after
the date hereof,  the Assignee  assumes for the benefit of each of the Company
and the Assignor all of the Assignor's obligations as purchaser thereunder;

            b.    The Assignee  understands  that the Mortgage  Loans have not
been registered under the 33 Act or the securities laws of any state;

            c.    The  purchase  price  being  paid  by the  Assignee  for the
Mortgage  Loans  are in  excess  of  $250,000.00  and  will  be  paid  by cash
remittance of the full purchase price within 60 days of the sale;

            d.    The Assignee is acquiring the Mortgage  Loans for investment
for its own account  only and not for any other  person.  In this  connection,
neither the Assignee nor any person  authorized to act therefor has offered to
Mortgage  Loans by means of any general  advertising  or general  solicitation
within the meaning of Rule 502(c) of US  Securities  and  Exchange  Commission
Regulation D, promulgated under the 1933 Act;

            e.    The Assignee  considers  itself a substantial  sophisticated
institutional  investor  having such knowledge and experience in financial and
business  matters  that it is  capable of  evaluating  the merits and risks of
investment in the Mortgage Loans;

            f.    The  Assignee  has  been  furnished  with  all   information
regarding the Mortgage  Loans that it has  requested  from the Assignor or the
Company;

            g.    Neither  the  Assignee  nor anyone  acting on its behalf has
offered,  transferred,  pledged,  sold or  otherwise  disposed of the Mortgage
Loans,  any interest in the Mortgage  Loans or any other similar  security to,
or  solicited  any  offer  to  buy or  accept  a  transfer,  pledge  or  other
disposition of the Mortgage  Loans,  any interest in the Mortgage Loans or any
other  similar  security  from, or otherwise  approached  or  negotiated  with
respect to the  Mortgage  Loans,  any  interest in the  Mortgage  Loans or any
other similar  security with, any person in any manner which would  constitute
a  distribution  of the Mortgage  Loans under the 33 Act or which would render
the  disposition  of the Mortgage Loans a violation of Section 5 of the 33 Act
or  require  registration  pursuant  thereto,  nor  will  it  act,  nor has it
authorized  or will it  authorize  any  person  to act,  in such  manner  with
respect to the Mortgage Loans; and

            h.    Either (1) the  Assignee  is not an  employee  benefit  plan
("Plan") within the meaning of section 3(3) of the Employee  Retirement Income
Security Act of 1974, as amended  ("ERISA") or a plan (also "Plan") within the
meaning of section  4975(e)(1) of the Internal  Revenue Code of 1986 ("Code"),
and the Assignee is not directly or indirectly  purchasing  the Mortgage Loans
on behalf of, investment  manager of, as named fiduciary of, as Trustee of, or
with assets of, a Plan; or (2) the  Assignee's  purchase of the Mortgage Loans
will not result in a  prohibited  transaction  under  section  406 of ERISA or
section 4975 of the Code.

            i.    The  Assignee's  address  for  purposes  of all  notices and
correspondence  related to the Mortgage Loans and the Seller's  Warranties and
Servicing Agreements is:

(page)


                  ____________________________

                  ____________________________

                  ____________________________

                  Attention: _________________

      The  Assignee's   wire  transfer   instructions   for  purposes  of  all
remittances  and  payments  related  to the  Mortgage  Loans and the  Seller's
Warranties and Servicing Agreement is:

                  ____________________________

                  ____________________________

                  ____________________________

                  Attention: _________________

      4.    From and  after  the  date  hereof,  the  Company  shall  note the
transfer of the Mortgage  Loans to the Assignee in its books and records,  the
Company shall  recognize  the Assignee as the owner of the Mortgage  Loans and
the Company shall  service the Mortgage  Loans for the benefit of the Assignee
pursuant to the Seller's  Warranties  and  Servicing  Agreement,  the terms of
which  are  incorporated  herein  by  reference.  It is the  intention  of the
Assignor,  the Company  and the  Assignee  that the  Seller's  Warranties  and
Servicing  Agreement  shall be  binding  upon and inure to the  benefit of the
Company and the Assignee and their respective successors and assigns.

                             [Signatures Follow]

(page)

      IN WITNESS WHEREOF, the parties have caused this Assignment, Assumption
and Recognition Agreement to be executed by their duly authorized officers as
of the date first above written.

                  .                                         .
____________________________________      _____________________________________
Assignor                                  Assignee

By:                                       By:
____________________________________      _____________________________________

Name:                                     Name:
____________________________________      _____________________________________

Its:                                      Its:
____________________________________      _____________________________________

Tax Payer Identification No.:             Tax Payer Identification No.:
____________________________________      _____________________________________

(page)

                                  EXHIBIT E

                         FORM OF ANNUAL CERTIFICATION

I,  ______________________,  Vice  President  of Wells Fargo Bank,  N.A.  (the
"Servicer"),  certify  to  __________________,  and its  officers,  directors,
agents  and  affiliates  (the  "Sarbanes  Certifying  Party"),  and  with  the
knowledge and intent that they will rely upon this certification, that:

      (i)   Based on my knowledge,  the  information  relating to the Mortgage
            Loans and the servicing  thereof  submitted by the Servicer to the
            Sarbanes  Certifying  Party  which  is  used  in  connection  with
            preparation  of the  reports on Form 8-K and the annual  report on
            Form 10-K filed with the Securities and Exchange  Commission  with
            respect to the Securitization,  taken as a whole, does not contain
            any  untrue  statement  of a  material  fact or  omit  to  state a
            material fact necessary to make the  statements  made, in light of
            the  circumstances  under  which such  statements  were made,  not
            misleading as of the date of this certification;

      (ii)  The servicing  information required to be provided to the Sarbanes
            Certifying  Party by the  Servicer  under the  relevant  servicing
            agreement has been provided to the Sarbanes Certifying Party ;

     (iii)  I  am  responsible  for  reviewing  the  activities  performed  by
            the Servicer  under the  relevant  servicing  agreement  and based
            upon the review required by the relevant servicing agreement,  and
            except as disclosed in the Annual  Statement  of  Compliance,  the
            Annual  Independent Public  Accountant's  Servicing Report and all
            servicing  reports,  officer's  certificates and other information
            relating to the servicing of the Mortgage  Loans  submitted to the
            Sarbanes  Certifying  Party,  the Servicer  has, as of the date of
            this  certification  fulfilled its obligations  under the relevant
            servicing agreement; and

      (iv)  I have disclosed to the Sarbanes  Certifying Party all significant
            deficiencies  relating  to  the  Servicer's  compliance  with  the
            minimum servicing  standards in accordance with a review conducted
            in  compliance  with the Uniform  Single  Attestation  Program for
            Mortgage  Bankers or similar standard as set forth in the relevant
            servicing agreement.

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

(page)

IN WITNESS  WHEREOF,  I have  hereunto  signed my name and affixed the seal of
the Servicer.

Dated:                                    By:
                                          Name:
                                          Title:

(page)

                                  EXHIBIT F

                      SERVICING CRITERIA TO BE ADDRESSED
                         IN ASSESSMENT OF COMPLIANCE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
  Reg AB Reference                              Servicing Criteria                               Applicable        Inapplicable
                                                                                                  Servicing          Servicing
                                                                                                  Criteria           Criteria
-----------------------------------------------------------------------------------------------------------------------------------
                                         General Servicing Considerations
-----------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                                                       <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.
-----------------------------------------------------------------------------------------------------------------------------------
                       Any requirements in the transaction agreements to maintain a back-up
1122(d)(1)(iii)        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.
-----------------------------------------------------------------------------------------------------------------------------------
                       Disbursements made via wire transfer on behalf of an obligor or to
1122(d)(2)(ii)         an investor are made only by authorized personnel.
-----------------------------------------------------------------------------------------------------------------------------------
                       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
1122(d)(2)(iii)        transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                       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
1122(d)(2)(iv)         cash) as set forth in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                       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
1122(d)(2)(v)          13k-1(b)(1) of the Securities Exchange Act.
-----------------------------------------------------------------------------------------------------------------------------------
                       Unissued checks are safeguarded so as to prevent unauthorized
1122(d)(2)(vi)         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.
-----------------------------------------------------------------------------------------------------------------------------------
                       Amounts due to investors are allocated and remitted in accordance
                       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 to the Servicer's investor records, or such other number of
1122(d)(3)(iii)        days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(page)


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                                                       <C>               <C>
                                          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.
-----------------------------------------------------------------------------------------------------------------------------------
                   Mortgage loan and related documents are safeguarded as required by the
1122(d)(4)(ii)     transaction agreements
-----------------------------------------------------------------------------------------------------------------------------------
                   Any additions, removals or substitutions to the asset pool are made,
                   reviewed and approved in accordance with any conditions or requirements
1122(d)(4)(iii)    in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                   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.,
1122(d)(4)(iv)     escrow) in accordance with the related mortgage loan documents.
-----------------------------------------------------------------------------------------------------------------------------------
                   The Servicer's records regarding the mortgage loans agree with the
                   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
                   loans (e.g., loan modifications or re-agings) are made, reviewed and
                   approved by authorized personnel in accordance with the transaction
1122(d)(4)(vi)     agreements and related pool asset documents.
-----------------------------------------------------------------------------------------------------------------------------------
                   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
1122(d)(4)(vii)    transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                   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
1122(d)(4)(viii)   unemployment).
-----------------------------------------------------------------------------------------------------------------------------------
                   Adjustments to interest rates or rates of return for mortgage loans
                   with variable rates are computed based on the related mortgage loan
1122(d)(4)(ix)     documents.
-----------------------------------------------------------------------------------------------------------------------------------
                   Regarding any funds held 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
1122(d)(4)(x)      in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                   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
1122(d)(4)(xi)     days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                   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
1122(d)(4)(xii)    or omission.
-----------------------------------------------------------------------------------------------------------------------------------
                   Disbursements made on behalf of an obligor are posted within two
                   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
1122(d)(4)(xiv)    and recorded in accordance with the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                   Any external enhancement or other support, identified in Item
                   1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as
1122(d)(4)(xv)     set forth in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(page)

                                  EXHIBIT G

                        FORM OF SARBANES CERTIFICATION

      Re:   The [ ]  agreement  dated  as of [ ],  200[ ]  (the  "Agreement"),
            among [IDENTIFY PARTIES]

I,  ________________________________,  the _______________________ of [Name of
Servicer],  certify to [the Owner], [the Depositor], and the [Master Servicer]
[Securities  Administrator]  [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:

      (1)   I have reviewed the servicer compliance  statement of the Servicer
      provided in accordance with Item 1123 of Regulation AB (the  "Compliance
      Statement"),  the report on assessment of the Servicer's compliance with
      the  servicing  criteria set forth in Item 1122(d) of Regulation AB (the
      "Servicing  Criteria"),  provided in  accordance  with Rules  13a-18 and
      15d-18 under Securities  Exchange Act of 1934, as amended (the "Exchange
      Act") and Item 1122 of Regulation AB (the "Servicing  Assessment"),  the
      registered  public  accounting  firm's  attestation  report  provided in
      accordance  with  Rules  13a-18 and 15d-18  under the  Exchange  Act and
      Section  1122(b) of Regulation AB (the  "Attestation  Report"),  and all
      servicing   reports,   officer's   certificates  and  other  information
      relating to the servicing of the Mortgage  Loans by the Servicer  during
      200[ ] that were  delivered by the Servicer to the  [Depositor]  [Master
      Servicer]   [Securities   Administrator]   [Trustee]   pursuant  to  the
      Agreement (collectively, the "Servicer Servicing Information");

      (2)   Based on my knowledge,  the Servicer Servicing Information,  taken
      as a whole,  does not contain any untrue statement of a material fact or
      omit to state a material fact necessary to make the statements  made, in
      the light of the  circumstances  under which such  statements were made,
      not  misleading  with  respect  to the  period  of time  covered  by the
      Servicer Servicing Information;

      (3)   Based on my knowledge,  all of the Servicer Servicing  Information
      required to be provided by the  Servicer  under the  Agreement  has been
      provided   to   the   [Depositor]    [Master    Servicer]    [Securities
      Administrator] [Trustee];

      (4)   I am  responsible  for reviewing the  activities  performed by the
      Servicer  under  the  Agreement,  and  based  on my  knowledge  and  the
      compliance  review  conducted in preparing the Compliance  Statement and
      except  as  disclosed  in  the  Compliance   Statement,   the  Servicing
      Assessment  or the  Attestation  Report,  the Servicer has fulfilled its
      obligations under the Agreement; and

      (5)   The  Compliance  Statement,   the  Servicing  Assessment  and  the
      Attestation  Report required to be provided by the Servicer  pursuant to
      the Agreement have been provided to the [Depositor]  [Master  Servicer].
      Any material  instances of noncompliance  described in such reports have
      been  disclosed  to the  [Depositor]  [Master  Servicer].  Any  material
      instance  of  noncompliance   with  the  Servicing   Criteria  has  been
      disclosed in such reports.

                                         Date:

                                         By:___________________________________

                                         Name:_________________________________

                                         Title:________________________________

(page)

                       MORTGAGE LOAN PURCHASE AGREEMENT

      This is a Purchase Agreement (the "Agreement"),  dated as of December 1,
2005 by and between EMC Mortgage  Corporation,  having an office at 909 Hidden
Ridge Drive, Suite 200, Irving,  Texas 75038 (the "Purchaser") and Wells Fargo
Bank,  N.A.,  having an office at 1 Home Campus,  Des Moines,  Iowa 50328-0001
(the "Seller").

                             W I T N E S S E T H

      WHEREAS,  the  Seller  agrees  to  sell,  and the  Purchaser  agrees  to
purchase,  certain  mortgage  loans  (the  "Mortgage  Loans")  on a  servicing
retained basis as described herein:

      WHEREAS, the Mortgage Loans shall be delivered as whole loans;

      WHEREAS,   the  parties  intend  hereby  to  set  forth  the  terms  and
conditions upon which the proposed transactions will be effected.

      NOW  THEREFORE,   in  consideration  of  the  promises  and  the  mutual
agreements set forth herein, the parties hereto agree as follows:

      SECTION 1.   All  capitalized  terms not otherwise  defined  herein have
the  respective  meanings set forth in the Seller's  Warranties  and Servicing
Agreement,  dated  as of the  date  herewith  (the  "Seller's  Warranties  and
Servicing  Agreement").  The following terms are defined as follows (except as
otherwise agreed by the parties):

      Cut-off Date:                 December 1, 2005

      Closing Date:                 December 15, 2005

      First Remittance Date:        January 18, 2006

      Servicing Fee Rate:           0.250%

      SECTION 2.  Agreement to Purchase.  The Seller  agrees to sell,  and the
Purchaser  agrees to purchase,  Mortgage  Loans having an aggregate  principal
balance on the  Cut-off  Date in the amount  indicated  on the  Mortgage  Loan
Schedule or in such other amount as agreed by the  Purchaser and the Seller as
evidenced by the scheduled  principal  balance of the Mortgage  Loans accepted
by the  Purchaser on the Closing  Date.  The Mortgage  Loans will be delivered
pursuant  to a  Seller's  Warranties  and  Servicing  Agreement,  between  the
Purchaser and the Seller.

      SECTION 3.   Mortgage  Schedules.  The Seller has provided the Purchaser
with certain  information  constituting  a listing of the Mortgage Loans to be
purchased  under this Agreement (the "Mortgage Loan  Schedule")  substantially
in the form attached  hereto as Exhibit 1. The Mortgage  Loan  Schedule  shall
conform to the  definition  of  "Mortgage  Loan  Schedule"  under the Seller's
Warranties and Servicing Agreement.
(page)

      SECTION 4.  Purchase  Price.  The purchase  price for the Mortgage Loans
(the  "Purchase  Price")  shall  be  97.78125%,  multiplied  by the  aggregate
principal  balance,  as of the Cut-off Date,  of the Mortgage  Loans listed on
the related Mortgage Loan Schedule,  after  application of scheduled  payments
of principal due on or before the Cut-off Date whether or not collected,  plus
accrued interest on each Mortgage,  at its respective  Mortgage  Interest Rate
from the Cut-off Date to and including, the day prior to the Closing Date.

      The  Purchaser  shall be entitled  to (1) all  scheduled  principal  due
after the Cut-off Date, (2) all other recoveries of principal  collected after
the Cut-off Date (provided,  however, that all scheduled payments of principal
due on or before  the  Cut-off  Date and  collected  by the  Seller  after the
Cut-off Date shall belong to the Seller),  and (3) all payments of interest on
the Mortgage  Loans at the Mortgage Loan  Remittance  Rate (minus that portion
of any such  payment  which is  allocable  to the period  prior to the Cut-off
Date).  The principal  balance of each Mortgage Loan as of the Cut-off Date is
determined  after  application  of payments of principal  due on or before the
Cut-off  Date  whether or not  collected.  Therefore,  payments  of  scheduled
principal  and  interest  prepaid for a due date beyond the Cut-off Date shall
not be applied to the principal  balance as of the Cut-off Date.  Such prepaid
amounts  (minus  interest at the  Servicing Fee Rate) shall be the property of
the  Purchaser.  The Seller shall  deposit any such  prepaid  amounts into the
Custodial  Account,  which  account  is  established  for the  benefit  of the
Purchaser for subsequent remittance by the Seller to the Purchaser.

      SECTION 5.  Examination  of Mortgage  Files.  Prior to the Closing Date,
the Seller shall (a) deliver to the Purchaser in escrow, for examination,  the
Mortgage File for each Mortgage  Loan,  including a copy of the  Assignment of
Mortgage,  pertaining  to each Mortgage  Loan, or (b) make the Mortgage  Files
available to the Purchaser  for  examination  at the Seller's  offices or such
other  location as shall  otherwise  be agreed upon by the  Purchaser  and the
Seller.  Such examination may be made by the Purchaser,  or by any prospective
purchaser  of the  Mortgage  Loans from the  Purchaser,  at any time before or
after the Closing Date upon prior  reasonable  notice to the Seller.  The fact
that the  Purchaser or any  prospective  purchaser  of the Mortgage  Loans has
conducted or has failed to conduct any partial or complete  examination of the
Mortgage Files shall not affect the  Purchaser's  (or any of its  successor's)
rights to demand  repurchase,  substitution  or other relief as provided under
the related Seller's Warranties and Servicing Agreement.

      Prior to Seller's  receipt of the Purchase  Price,  the Purchaser  shall
cause the  Custodian  to act as bailee for the sole and  exclusive  benefit of
the Seller  pursuant to the  Custodial  Agreement  and act only in  accordance
with Seller's  instructions.  Upon the Seller's receipt of the Purchase Price,
the Seller shall provide  notification  to the Custodian to release  ownership
of  the  Mortgage  Loan  Documents  specified  above  to the  Purchaser.  Such
notification  shall be in a form of a  written  notice by  facsimile  or other
electronic  media,  with a copy  sent  to the  Purchaser.  Subsequent  to such
release,  such Mortgage Loan Documents  shall be retained by the Custodian for
the  benefit  of  the  Purchaser.  All  Mortgage  Loan  Documents  related  to
Mortgage  Loans not purchased by the  Purchaser on the Closing Date,  shall be
maintained  by the  Custodian  for the  benefit  of the  Seller  and  shall be
returned to the Seller within two (2) Business Days after the Closing Date.


                                       2
(page)

      SECTION 6.   Representations,  Warranties and Agreements of Seller.  The
Seller  agrees  and  acknowledges  that  it  shall,  as  a  condition  to  the
consummation   of   the   transactions    contemplated    hereby,   make   the
representations  and  warranties  specified  in  Section  3.01 and 3.02 of the
Seller's  Warranties  and Servicing  Agreement,  as of the Closing  Date.  The
meaning  of the  term  "Agreement"  as used in  Sections  3.01 and 3.02 of the
Seller's  Warranties  and Servicing  Agreement  shall include this  Agreement.
The Seller,  without conceding that the Mortgage Loans are securities,  hereby
makes the following  additional  representations,  warranties  and  agreements
which shall be deemed to have been made as of the Closing Date:

      a)    neither  the Seller nor anyone  acting on its behalf has  offered,
      transferred,  pledged, sold or otherwise disposed of any Mortgage Loans,
      any interest in any Mortgage Loans or any other similar  security to, or
      solicited  any  offer  to buy or  accept  a  transfer,  pledge  or other
      disposition  of any Mortgage  Loans,  any interest in any Mortgage Loans
      or  any  other  similar  security  from,  or  otherwise   approached  or
      negotiated  with  respect to any  Mortgage  Loans,  any  interest in any
      Mortgage  Loans or any other similar  security  with,  any Person in any
      manner,   or  made  any  general   solicitation   by  means  of  general
      advertising  or in any other  manner,  or taken any other  action  which
      would  constitute  a  distribution  of  the  Mortgage  Loans  under  the
      Securities  Act or which would  render the  disposition  of any Mortgage
      Loans  a  violation  of  Section  5 of the  Securities  Act  or  require
      registration  pursuant  thereto,  nor will it act, nor has it authorized
      or will it  authorize  any Person to act, in such manner with respect to
      the Mortgage Loans; and

      b)    the Seller  has not dealt with any broker or agent or anyone  else
      who might be entitled to a fee or  commission  in  connection  with this
      transaction other than the Purchaser.

      SECTION 7.   Representation,  Warranties  and  Agreement  of  Purchaser.
The  Purchaser,  without  conceding  that the Mortgage  Loans are  securities,
hereby makes the following representations,  warranties and agreements,  which
shall have been deemed to have been made as of the Closing Date.

      a)    the Purchaser  understands  that the Mortgage  Loans have not been
      registered under the Securities Act or the securities laws of any state;

      b)    the Purchaser is acquiring the Mortgage  Loans for its own account
      only and not for any other Person;

      c)    the  Purchaser  considers  itself  a  substantial,   sophisticated
      institutional   investor   having  such   knowledge  and  experience  in
      financial  and  business  matters that it is capable of  evaluating  the
      merits and risks of investment in the Mortgage Loans;

      d)    the Purchaser has been  furnished with all  information  regarding
      the  Mortgage  Loans  which  it has  requested  from the  Seller  or the
      Company; and


                                       3
(page)

      e)    neither the  Purchaser  nor anyone  acting on its behalf  offered,
      transferred,  pledged,  sold or otherwise disposed of any Mortgage Loan,
      any interest in any Mortgage Loan or any other  similar  security to, or
      solicited  any  offer  to buy or  accept  a  transfer,  pledge  or other
      disposition  of any Mortgage  Loan, any interest in any Mortgage Loan or
      any other similar  security from, or otherwise  approached or negotiated
      with respect to any Mortgage  Loan, any interest in any Mortgage Loan or
      any other similar  security with, any Person in any manner,  or made any
      general  solicitation  by means of general  advertising  or in any other
      manner,  or taken any other action which would constitute a distribution
      of the  Mortgage  Loans under the  Securities  Act or which would render
      the  disposition  of any  Mortgage  Loan a violation of Section 5 of the
      Securities Act or require  registration  pursuant  thereto,  nor will it
      act, nor has it  authorized  or will it authorize  any Person to act, in
      such manner with respect to the Mortgage Loans.

      SECTION 8.   Closing.  The  closing  for the  purchase  and  sale of the
Mortgage  Loans,  shall take place on the  Closing  Date.  At the  Purchaser's
option,  the Closing  shall be either:  by  telephone,  confirmed by letter or
wire as the parties shall agree; or conducted in person,  at such place as the
parties shall agree.

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

      a)    all of the  representations  and  warranties  of the Seller  under
      this  Agreement  and  under  each  Seller's   Warranties  and  Servicing
      Agreement  shall be true and correct as of the Closing Date and no event
      shall have  occurred  which,  with notice or the passage of time,  would
      constitute a default  under this  Agreement or an Event of Default under
      the related Seller's Warranties and Servicing Agreement;

      b)    the Purchaser shall have received,  or the  Purchaser's  attorneys
      shall have  received in escrow,  all Closing  Documents  as specified in
      Section  9 of this  Agreement,  in such  forms  as are  agreed  upon and
      acceptable  to the  Purchaser,  duly executed by all  signatories  other
      than the Purchaser as required pursuant to the respective terms thereof;

      c)    the Seller  shall have  delivered  and  released to the  Custodian
      under the Seller's  Warranties  and  Servicing  Agreement  all documents
      required pursuant to the related Custodial Agreement; and

      d)    all other terms and conditions of this  Agreement  shall have been
      complied with.

      Subject to the  foregoing  conditions,  the  Purchaser  shall pay to the
Seller on the Closing Date the Purchase Price,  plus accrued interest pursuant
to Section 4 of this  Agreement,  by wire  transfer of  immediately  available
funds to the account designated by the Seller.

      SECTION 9.   Closing  Documents.  With  respect to the  Mortgage  Loans,
the  Closing  Documents  shall  consist  of fully  executed  originals  of the
following documents:

      1.    the Seller's Warranties and Servicing  Agreement,  dated as of the
            Cut-off Date, in two counterparts;


                                       4
(page)

      2.    this Agreement in two counterparts;

      3.    a copy of the Custodial  Agreement,  dated as of November 30, 1999
            by and between EMC Mortgage  Corporation as Owner, and Wells Fargo
            Bank,  N.A.  (formerly  Wells  Fargo  Bank  Minnesota,   N.A.)  as
            Custodian,  attached  to the  Seller's  Warranties  and  Servicing
            Agreement ;

      4.    the  Mortgage  Loan  Schedule,  one  copy to be  attached  to each
            counterpart of the Seller's Warranties and Servicing Agreement;

      5.    a Receipt  and  Certification,  as  required  under the  Custodial
            Agreement; and

      6.    an  Opinion of  Counsel  of the  Seller,  in the form of Exhibit 2
            hereto.

      SECTION 10.  Costs.  The  Purchaser  shall pay any  commissions  due its
salesmen,  the legal  fees and  expenses  of its  attorneys  and the costs and
expenses  associated  with the Custodian.  The Seller shall be responsible for
reasonable  costs  and  expenses   associated  with  any  preparation  of  the
assignments of mortgage.  All other costs and expenses  incurred in connection
with the  transfer  and delivery of the  Mortgage  Loans,  including  fees for
title policy  endorsements and  continuations  and the Seller's attorney fees,
shall be paid by the Seller.

      SECTION 11.  Servicing.  The  Mortgage  Loans  shall be  serviced by the
Seller in accordance with the terms of the applicable  Seller's Warranties and
Servicing   Agreement.   The  Seller  shall  be  entitled  to  servicing  fees
calculated as provided  therein,  at the Servicing Fee Rate shown on the first
page of this Agreement unless otherwise agreed by the parties.

      SECTION 12.  Financial  Statements.   The  Seller  understands  that  in
connection  with  the  Purchaser's   marketing  of  the  Mortgage  Loans,  the
Purchaser  may  request  from the Seller  and make  available  to  prospective
purchasers a  Consolidated  Statement of Operations of the Seller for the most
recently  completed  two fiscal  years  respecting  which such a statement  is
available,  as well as a Consolidated Statement of Condition at the end of the
last two fiscal years covered by such  Consolidated  Statement of  Operations.
The Purchaser,  upon request, shall also make available any comparable interim
statements to the extent any such  statements have been prepared by the seller
in a format  intended  or  otherwise  suitable  for the  public at large.  The
Seller,  upon request,  agrees to furnish  promptly to the Purchaser copies of
the  statements   specified  above.  The  Seller  shall  also  make  available
information  on its  servicing  performance  with  respect to loans in its own
mortgage banking  portfolio and loans serviced for others (if any),  including
foreclosure and delinquency ratios.

      The Seller also agrees to allow access to a  knowledgeable  (as shall be
determined by the Seller)  financial or accounting  officer for the purpose of
answering  questions  asked  by any  prospective  purchaser  regarding  recent
developments affecting the Seller or the financial statements of the Seller.


                                       5
(page)

      SECTION 13.  Mandatory  Delivery.  The sale and  delivery on the Closing
Date  of the  Mortgage  Loans  described  on the  Mortgage  Loan  Schedule  is
mandatory,  it being  specifically  understood  and agreed that each  Mortgage
Loan is unique and  identifiable on the date hereof and that an award of money
damages would be  insufficient  to compensate the Purchaser for the losses and
damages   incurred  by  the  Purchaser   (including   damages  to  prospective
purchasers  of the  Mortgage  Loans) in the event of the  Seller's  failure to
deliver  the  Mortgage  Loans on or before the  Closing  Date.  All rights and
remedies  of the  Purchaser  under  this  Agreement  are  distinct  from,  and
cumulative  with,  any other  rights  or  remedies  under  this  Agreement  or
afforded by law or equity and all such rights and  remedies  may be  exercised
concurrently, independently or successively.

      SECTION 14.  Notices.   All   demands,    notices   and   communications
hereunder  shall be in writing  and shall be deemed to have been duly given if
mailed, by registered or certified mail, return receipt  requested,  or, if by
other  means,  when  received by the other  party at the address  shown on the
first page hereof,  or such other address as may hereafter be furnished to the
other  party  by  like  notice.  Any  such  demand,  notice  of  communication
hereunder  shall be deemed to have been  received on the date  delivered to or
received  at the  premises  of the  addressee  (as  evidenced,  in the case of
registered or certified mail, by the date noted on the return receipt).

      SECTION 15.  Severability  Clause. Any part,  provision,  representation
or warranty of this Agreement  which is prohibited or which is held to be void
or  unenforceable  shall be ineffective  to the extent of such  prohibition or
unenforceability  without  invalidating the remaining  provisions  hereof. Any
part,  provision,  representation  or  warranty  of this  Agreement  which  is
prohibited  or  unenforceable  or is held to be void or  unenforceable  in any
jurisdiction shall be ineffective,  as to such jurisdiction,  to the extent of
such  prohibition  or  unenforceability  without  invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or  unenforceability  in any
jurisdiction   as  to  any  Mortgage  Loan  shall  not  invalidate  or  render
unenforceable  such  provision  in  any  other  jurisdiction.  To  the  extent
permitted by  applicable  law, the parties  hereto waive any  provision of law
which  prohibits or renders void or  unenforceable  any provision  hereof.  If
the  invalidity  of any part,  provision,  representation  or warranty of this
Agreement  shall  deprive  any party of the  economic  benefit  intended to be
conferred by this Agreement,  the parties shall negotiate,  in good-faith,  to
develop a structure  the  economic  effect of which is as close as possible to
the economic effect of this Agreement without regard to such invalidity.

      SECTION 16.  Counterparts.    This    Agreement    may    be    executed
simultaneously  in any  number  of  counterparts.  Each  counterpart  shall be
deemed to be an original,  and all such counterparts  shall constitute one and
the same  instrument.  The parties  agree that this  Agreement  and  signature
pages  thereof may be  transmitted  between them by  facsimile  and that faxed
signatures may constitute  original signatures and that a faxed signature page
containing  the signature of an authorized  individual  (faxed or original) is
binding on the respective parties.

      SECTION 17.  Place of Delivery and Governing Law. This  Agreement  shall
be  construed  in  accordance  with the laws of the  State of New York and the
obligations,  rights and remedies of the parties hereunder shall be determined
in  accordance  with the laws of the State of New York,  except to the  extent
preempted by Federal Law.


                                       6
(page)

      Each of the Seller and the Purchaser hereby  knowingly,  voluntarily and
intentionally  waives  any and all  rights  it may  have to a trial by jury in
respect  of  any  litigation  based  on,  or  arising  out  of,  under,  or in
connection  with,  this  Agreement,  or any other  documents  and  instruments
executed in connection herewith, or any course of conduct,  course of dealing,
statements  (whether  oral  or  written),  or  actions  of the  Seller  or the
Purchaser.  This  provision  is a material  inducement  for the  Purchaser  to
enter into this Agreement.

      SECTION 18.  Further  Agreements.  The  Purchaser  and the  Seller  each
agree  to  execute  and  deliver  to  the  other  such  additional  documents,
instruments  or  agreements as may be necessary or  appropriate  to effectuate
the purposes of this Agreement.

      Without  limiting  the  generality  of the  foregoing,  the Seller shall
reasonably  cooperate  with the  Purchaser  in  connection  with  the  initial
resales  of the  Mortgage  Loans by the  Purchaser.  In that  connection,  the
Seller  shall  provide  to the  Purchaser:  (i) any and  all  information  and
appropriate  verification  of  information,  whether  through  letters  of its
auditors and counsel or otherwise,  as the Purchaser shall reasonably request,
and (ii) such additional representations,  warranties,  covenants, opinions of
counsel,  letters  from  auditors  and  certificates  of public  officials  or
officers of the Seller as are reasonably  believed  necessary by the Purchaser
in  connection  with  such  resales.  Prior  to  incurring  any  out-of-pocket
expenses pursuant to this paragraph,  the Seller shall notify the Purchaser in
writing  of  the  estimated  amount  of  such  expense.  The  Purchaser  shall
reimburse   the  Seller  for  any  such  expense   following  its  receipt  of
appropriate details thereof.

      SECTION 19.  Intention  of  the  Parties.  It is  the  intention  of the
parties  that the  Purchaser  is  purchasing,  and the Seller is  selling,  an
undivided  100%  ownership  interest  in the  Mortgage  Loans  and  not a debt
instrument  of the  Seller  or  another  security.  Accordingly,  the  parties
hereto each intend to treat the  transaction  for Federal  income tax purposes
as a sale by the Seller,  and a purchase  by the  Purchaser,  of the  Mortgage
Loans.  The  Purchaser  shall have the right to review the Mortgage  Loans and
the related  Mortgage Files to determine the  characteristics  of the Mortgage
Loans which shall  affect the Federal  income tax  consequences  of owning the
Mortgage Loans and the Seller shall  cooperate  with all  reasonable  requests
made by the Purchaser in the course of such review.

      SECTION 20.  Successors and Assigns;  Assignment of Purchase  Agreement.
This  Agreement  shall bind and inure to the benefit of and be  enforceable by
the Seller and the Purchaser and the respective  successors and assigns of the
Seller and the  Purchaser.  This Agreement  shall not be assigned,  pledged or
hypothecated  by the  Seller  to a third  party  without  the  consent  of the
Purchaser.

      SECTION 21.  Waivers;  Other  Agreements.  No term or  provision of this
Agreement may be waived or modified  unless such waiver or  modification is in
writing and signed by the party  against whom such waiver or  modification  is
sought to be enforced.

      SECTION  22.  Exhibits.  The  exhibits  to  this  Agreement  are  hereby
incorporated  and  made  a part  hereof  and  are an  integral  part  of  this
Agreement.


                                       7
(page)

      SECTION  23.  General  Interpretive  Principles.  For  purposes  of this
Agreement,  except as  otherwise  expressly  provided  or unless  the  context
otherwise requires:

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

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

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

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

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

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

      SECTION  24.   Reproduction   of  Documents.   This  Agreement  and  all
documents  relating  thereto,  including,  without  limitation,  (a) consents,
waivers and  modifications  which may  hereafter  be executed,  (b)  documents
received  by  any  party  at  the  closing,  and  (c)  financial   statements,
certificates and other information  previously or hereafter furnished,  may be
reproduced by any photographic,  photostatic, microfilm, micro-card, miniature
photographic  or  other  similar  process.  The  parties  agree  that any such
reproduction  shall be  admissible  in evidence as the original  itself in any
judicial  or  administrative  proceeding,  whether or not the  original  is in
existence  and  whether  or not such  reproduction  was made by a party in the
regular  course of business,  and that any  enlargement,  facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.

                             [Signatures Follow]


                                       8
(page)

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

EMC MORTGAGE CORPORATION
                                         (Purchaser)

                                         By:___________________________________

                                         Name:_________________________________

                                         Title:________________________________

                                         WELLS FARGO BANK, N.A.
                                         (Seller)

                                         By:___________________________________

                                         Name:_________________________________

                                         Title:________________________________


                                       9
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                                  EXHIBIT 1

                            MORTGAGE LOAN SCHEDULE

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                                  EXHIBIT 2

                          FORM OF OPINION OF COUNSEL

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Re:   Wells Fargo Bank, N.A.
      Mortgage Loan Series @

Dear Sir/Madam:

I am @ of Wells  Fargo  Bank,  N.A.  and have acted as counsel to Wells  Fargo
Bank,  N.A.  (the  "Company"),  with respect to certain  matters in connection
with the sale by the  Company of the  mortgage  loans  designated  as Mortgage
Loan  Series  @ (the  "Mortgage  Loans")  pursuant  to that  certain  Seller's
Warranties  and Servicing  Agreement  and Mortgage Loan Purchase  Agreement by
and between the Company  and @ (the  "Purchaser"),  dated as of @, 20__,  (the
"Agreements"),   which  sale  is  in  the  form  of  whole   Mortgage   Loans.
Capitalized  terms not otherwise defined herein have the meanings set forth in
the Seller's Warranties and Servicing Agreement.

I have examined the following documents:

1.    the Seller's Warranties and Servicing Agreement;

2.    the Mortgage Loan Purchase Agreement;

3.    the Custodial Agreement;

4.    the form of endorsement of the Mortgage Notes; and

5.    such other documents,  records and papers as I have deemed necessary and
      relevant as a basis for this opinion.

To the extent I have  deemed  necessary  and  proper,  I have  relied upon the
representations  and warranties of the Company contained in the Agreements.  I
have assumed the  authenticity of all documents  submitted to me as originals,
the genuineness of all  signatures,  the legal capacity of natural persons and
the conformity to the originals of all documents.

Based upon the foregoing, it is my opinion that;
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1.    The Company is a national banking  association  duly organized,  validly
      existing and in good standing under the laws of the United States.

2.    The Company has the power to engage in the transactions  contemplated by
      the  Agreements,  the  Custodial  Agreement  and  all  requisite  power,
      authority  and legal right to execute and  deliver the  Agreements,  the
      Custodial  Agreement and the Mortgage Loans,  and to perform and observe
      the terms and conditions of such instruments.

3.    Each  person  who,  as an officer or  attorney-in-fact  of the  Company,
      signed (a) the  Agreements,  each dated as of @,  20__,  by and  between
      the  Company and the  Purchaser,  and (b) any other  document  delivered
      prior  hereto  or on the date  hereof  in  connection  with the sale and
      servicing of the Mortgage Loans in accordance  with the Agreements  was,
      at the respective times of such signing and delivery,  and is, as of the
      date hereof,  duly elected or  appointed,  qualified  and acting as such
      officer  or  attorney-in-fact,   and  the  signatures  of  such  persons
      appearing on such documents are their genuine signatures.

4.    Each of the Agreements,  the Custodial Agreement and the Mortgage Loans,
      has been duly  authorized,  executed and delivered by the Company and is
      a legal, valid and binding agreement  enforceable in accordance with its
      terms,    subject   to   the   effect   of   insolvency,    liquidation,
      conservatorship  and other  similar  laws  administered  by the  Federal
      Deposit  Insurance  Corporation  affecting the  enforcement  of contract
      obligations  of  insured  banks and  subject to the  application  of the
      rules  of  equity,   including  those  respecting  the  availability  of
      specific  performance,  none of which will materially interfere with the
      realization of the benefits provided  thereunder or with the Purchaser's
      ownership of the Mortgage Loans.

5.    The Company  has been duly  authorized  to allow any of its  officers to
      execute any and all  documents  by original or  facsimile  signature  in
      order to complete the  transactions  contemplated  by the Agreements and
      the Custodial  Agreement and in order to execute the endorsements to the
      Mortgage Notes and the  assignments  of the Mortgages,  and the original
      or  facsimile  signature  of the  officer at the Company  executing  the
      Agreements,  the Custodial  Agreement,  the endorsements to the Mortgage
      Notes and the  assignments  of the  Mortgages  represents  the legal and
      valid signature of said officer of the Company.

6.    Either (i) no consent, approval,  authorization or order of any court or
      governmental agency or body is required for the execution,  delivery and
      performance  by the Company of or  compliance  by the  Company  with the
      Agreements,  the  Custodial  Agreement  or the sale and  delivery of the
      Mortgage Loans or the consummation of the  transactions  contemplated by
      the  Agreements  and  the  Custodial  Agreement;  or (ii)  any  required
      consent,  approval,  authorization  or order  has been  obtained  by the
      Company.

7.    Neither the  consummation of the  transactions  contemplated by, nor the
      fulfillment of the terms of the Agreements and the Custodial  Agreement,
      will  conflict  with or  results  in or will  result  in a breach  of or
      constitutes  or will  constitute a default  under the charter or by-laws
      of the  Company,  the  terms  of any  indenture  or other  agreement  or
      instrument  to which the  Company  is a party or by which it is bound or
      to  which it is  subject,  or  violates  any  statute  or  order,  rule,
      regulations,  writ,  injunction  or  decree of any  court,  governmental
      authority  or  regulatory  body to which the  Company  is  subject or by
      which it is bound.
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8.    There is no action,  suit,  proceeding or  investigation  pending or, to
      the best of my knowledge,  threatened  against the Company which,  in my
      opinion,  either in any one instance or in the aggregate,  may result in
      any  material  adverse  change in the  business,  operations,  financial
      condition,  properties  or  assets  of the  Company  or in any  material
      impairment  of the  right  or  ability  of the  Company  to carry on its
      business  substantially as now conducted or in any material liability on
      the part of the Company or which would draw into  question  the validity
      of the Agreements,  and the Custodial Agreement,  or of any action taken
      or  to  be  taken  in  connection  with  the  transactions  contemplated
      thereby,  or which would be likely to impair  materially  the ability of
      the  Company  to  perform  under  the  terms of the  Agreements  and the
      Custodial Agreement.

9.    For  purposes  of the  foregoing,  I have  not  regarded  any  legal  or
      governmental  actions,  investigations or proceedings to be "threatened"
      unless the potential  litigant or governmental  authority has manifested
      to the legal  department  of the  Company or an  employee of the Company
      responsible  for the receipt of process a present  intention to initiate
      such  proceedings;  nor  have  I  regarded  any  legal  or  governmental
      actions,  investigations  or  proceedings  as  including  those that are
      conducted  by state or  federal  authorities  in  connection  with their
      routine  regulatory  activities.  The  sale of each  Mortgage  Note  and
      Mortgage  as  and in  the  manner  contemplated  by  the  Agreements  is
      sufficient  fully to  transfer  all  right,  title and  interest  of the
      Company  thereto as noteholder and  mortgagee,  apart from the rights to
      service the Mortgage Loans pursuant to the Agreements.

10.   The form of endorsement  that is to be used with respect to the Mortgage
      Loans is legally  valid and  sufficient  to duly  endorse  the  Mortgage
      Notes to the Purchaser.  Upon the  completion of the  endorsement of the
      Mortgage Notes and the  completion of the  assignments of the Mortgages,
      and the recording  thereof,  the endorsement of the Mortgage Notes,  the
      delivery  to  the  Custodian  of  the  completed   assignments   of  the
      Mortgages,  and the delivery of the original  endorsed Mortgage Notes to
      the  Custodian  would be  sufficient  to permit the entity to which such
      Mortgage Note is initially  endorsed at the Purchaser's  direction,  and
      to whom such  assignment  of  Mortgages  is  initially  assigned  at the
      Purchaser's  direction,  to avail  itself  of all  protection  available
      under  applicable  law  against  the  claims  of any  present  or future
      creditors of the Company,  and would be  sufficient to prevent any other
      sale,  transfer,  assignment,  pledge or  hypothecation of the Mortgages
      and the Mortgage Notes by the Company from being enforceable.

This  opinion is given to you for your sole  benefit,  and no other  person or
entity is entitled to rely hereon  except that the  purchaser or purchasers to
which you  initially and directly  resell the Mortgage  Loans may rely on this
opinion as if it were addressed to them as of its date.

Sincerely,

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