MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    This
      is a
      Mortgage Loan Purchase Agreement (this “Agreement”), dated July 12, 2007,
      among EMC MORTGAGE CORPORATION, a Delaware corporation (the “Responsible
      Party”), CARRINGTON SECURITIES, LP, a Delaware limited partnership (the
“Seller”) and STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., a Delaware limited
      liability company (the “Purchaser”).

     

    Preliminary
      Statement

     

    The
      Seller intends to sell the Mortgage Loans (as hereinafter identified) to the
      Purchaser on the terms and subject to the conditions set forth in this
      Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
      pool comprising the Trust Fund. The Trust Fund will be evidenced by a single
      series of mortgage pass-through certificates designated as Carrington Mortgage
      Loan Trust, Series 2007-HE1, Asset-Backed Pass-Through Certificates (the
“Certificates”). The Certificates will consist of eighteen classes of
      certificates and will be issued pursuant to a Pooling and Servicing Agreement,
      dated as of June 1, 2007 (the “Pooling and Servicing Agreement”), among the
      Depositor as depositor, Wells Fargo Bank, N.A., as master servicer (the “Master
      Servicer”) and as securities administrator (the “Securities Administrator”), EMC
      Mortgage Corporation, as interim servicer (the “Interim Servicer”), Carrington
      Mortgage Services, LLC, as servicer (the “Servicer”) and HSBC Bank USA, National
      Association, as trustee (the “Trustee”). Capitalized terms used but not defined
      herein shall have the meanings set forth in the Pooling and Servicing
      Agreement.

     

    The
      parties hereto agree as follows:

     

    SECTION
      1 Agreement
      to Purchase.
      The
      Seller agrees to sell and the Purchaser agrees to purchase, on or before
      July 12, 2007 (the “Closing Date”), certain adjustable-rate and fixed-rate,
      interest-only and fully-amortizing, first lien and second lien, one- to
      four-family residential mortgage loans purchased by the Seller from the
      Responsible Party (the “Mortgage Loans”) pursuant to that certain Master
      Mortgage Loan Purchase and Interim Servicing Agreement (the “Master Mortgage
      Loan Purchase Agreement”) dated as of the date hereof between the Responsible
      Party, as seller and interim servicer, and the Seller, as initial purchaser,
      having an aggregate principal balance as of the close of business on June 1,
      2007 (the “Cut-off Date”) of $384,437,480.12 (the “Closing Balance”), after
      giving effect to all payments due on the Mortgage Loans on or before the Cut-off
      Date, whether or not received including the right to any Prepayment Charges
      payable by the related Mortgagors in connection with any Principal Prepayments
      on the Mortgage Loans, on servicing released basis.

     

    SECTION
      2 Mortgage
      Loan Schedule.
      The
      Purchaser and the Seller have agreed upon which of the Mortgage Loans are to
      be
      purchased by the Purchaser pursuant to this Agreement and the Seller will
      prepare or cause to be prepared on or prior to the Closing Date a final schedule
      (the “Closing Schedule”) that shall describe such Mortgage Loans and set forth
      all of the Mortgage Loans to be purchased under this Agreement, including the
      Prepayment Charges. The Closing Schedule will conform to the requirements set
      forth in this Agreement and, with respect to the Mortgage Loans subject to
      this
      Agreement, to the definition of “Mortgage Loan Schedule” under the Pooling and
      Servicing Agreement. The Closing Schedule shall be used as part of the Mortgage
      Loan Schedule under the Pooling and Servicing Agreement and shall be based
      on
      information provided by the Responsible Party.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    SECTION
      3 Consideration.

     

    (a) In
      consideration for the Mortgage Loans to be purchased hereunder the Purchaser
      shall, as described in Section 8, pay to or upon the order of the Seller in
      immediately available funds an amount (the “Aggregate Purchase Price”) equal to
      (i) the net sale proceeds of the Class A Certificates and the Mezzanine
      Certificates and (ii) the Class CE-1 Certificates, Class CE-2 Certificates
      and
      the Class P Certificates.

     

    (b) The
      Purchaser or any assignee, transferee or designee of the Purchaser shall be
      entitled to all scheduled payments of principal due after the Cut-off Date,
      all
      other payments of principal due and collected after the Cut-off Date, and all
      payments of interest on the Mortgage Loans allocable to the period after the
      Cut-off Date. All scheduled payments of principal and interest due on or before
      the Cut-off Date and collected after the Cut-off Date shall not belong to the
      Purchaser.

     

    (c) Pursuant
      to the Pooling and Servicing Agreement, the Purchaser will assign all of its
      right, title and interest in and to the Mortgage Loans, together with its rights
      under this Agreement, to the Trustee for the benefit of the
      Certificateholders.

     

    SECTION
      4 Transfer
      of the Mortgage Loans.

     

    (a) Possession
      of Mortgage Files.
      The
      Seller does hereby sell, and in connection therewith hereby assigns, to the
      Purchaser, effective as of the Closing Date, without recourse but subject to
      the
      terms of this Agreement, all of its right, title and interest in, to and under
      the Mortgage Loans, including the related Prepayment Charges. The contents
      of
      each Mortgage File not delivered to the Purchaser or to any assignee, transferee
      or designee of the Purchaser on or prior to the Closing Date are and shall
      be
      held in trust by the Seller for the benefit of the Purchaser or any assignee,
      transferee or designee of the Purchaser. Upon the sale of the Mortgage Loans,
      the ownership of each Mortgage Note, the related Mortgage and the other contents
      of the related Mortgage File is vested in the Purchaser and the ownership of
      all
      records and documents with respect to the related Mortgage Loan prepared by
      or
      that come into the possession of the Seller on or after the Closing Date shall
      immediately vest in the Purchaser and shall be delivered immediately to the
      Purchaser or as otherwise directed by the Purchaser.

     

    (b) Delivery
      of Mortgage Loan Documents.
      The
      Seller will, on or prior to the Closing Date, deliver or cause to be delivered
      to the Purchaser or any assignee, transferee or designee of the Purchaser each
      of the following documents for each Mortgage Loan:

     

    (i) the
      original Mortgage Note, including any riders thereto, endorsed without recourse
      to the order of blank or to “HSBC Bank USA, National Association, as Trustee”
and showing to the extent available to the related Seller an unbroken chain
      of
      endorsements from the original payee thereof to the Person endorsing it to
      the
      Purchaser or any assignee, transferee or designee of the Purchaser;

     

    
      
        
        

      

      
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    (ii) The
      original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the
      presence of the MIN and language indicating that such Mortgage Loan is a MOM
      Loan, which shall have been recorded (or, if the original is not available,
      a
      copy), with evidence of such recording indicated thereon (or if clause
      (x)
      in the
      proviso below applies, shall be in recordable form);

     

    (iii) the
      original or copy of any guarantee executed in connection with the Mortgage
      Note,
      if any;

     

    (iv) if
      the
      Mortgage Note, the Mortgage, any Assignment, or any other related document
      has
      been signed by a Person on behalf of the Mortgagor, the original or copy of
      the
      original power of attorney or other instrument that authorized and empowered
      such Person to sign;

     

    (v) the
      original or copy of the original of any security agreement, chattel mortgage
      or
      equivalent document executed in connection with the Mortgage, if
      any

     

    (vi) Unless
      the Mortgage Loan is a MERS Designated Mortgage Loan, the assignment (either
      an
      original or a copy, which may be in the form of a blanket assignment if
      permitted in the jurisdiction in which the Mortgaged Property is located) to
      the
      Purchaser or any assignee, transferee or designee of the Purchaser of the
      Mortgage with respect to each Mortgage Loan in the name of “HSBC Bank USA,
      National Association, as Trustee”, which shall have been recorded (or if
clause
      (x)
      in the
      proviso below applies, shall be in recordable form);

     

    (vii) An
      original or a copy of all intervening assignments of the Mortgage, if any,
      to
      the extent available to the Seller, with evidence of recording
      thereon;

     

    (viii) With
      respect to any first or second lien Mortgage Loan , the original policy of
      title
      insurance or mortgagee’s certificate of title insurance or commitment or binder
      for title insurance or, in the event such original title policy has not been
      received from the title insurer, such original title policy will be delivered
      within one year of the Closing Date or, in the event such original title policy
      is unavailable, a photocopy of such title policy or, in lieu thereof, a current
      lien search on the related Mortgaged Property; and with respect to any piggyback
      loan, the original policy of title insurance or mortgagee’s certificate of title
      insurance or commitment or binder for title insurance issued as to the related
      first lien Mortgage Loan or, in lieu thereof, a lien search on the related
      Mortgaged Property that was conducted in connection with the related first
      lien
      Mortgage Loan; and

     

    (ix) Originals
      or copies of all assumption, modification or substitution agreements, if any,
      or
      if such assumption, modification, consolidation or extension agreements have
      been lost, a copy of such assumption, modification, consolidation or extension
      agreements; 

     

    
      
        
        

      

      
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    provided,
      however,
      that in
      lieu of the foregoing, the Seller may deliver the following documents, under
      the
      circumstances set forth below: (x) if any Mortgage, assignment thereof to the
      Purchaser or any assignee, transferee or designee of the Purchaser or
      intervening assignments thereof have been delivered or are being delivered
      to
      recording offices for recording and have not been returned in time to permit
      their delivery as specified above, the Seller may deliver a true copy thereof
      with a certification, on the face of such copy, substantially as follows:
“Certified to be a true and correct copy of the original”; (y) in lieu of the
      Mortgage, assignment to the Purchaser or any assignee, transferee or designee
      of
      the Purchaser or in blank or intervening assignments thereof, if the applicable
      jurisdiction retains the originals of such documents (in each case, as evidenced
      by a certification to such effect), the Seller may deliver photocopies of such
      documents containing an original certification by the judicial or other
      governmental authority of the jurisdiction where such documents were recorded;
      and (z) in lieu of the Mortgage Notes, the Seller may deliver a lost note
      affidavit and indemnities of the Seller and a copy of the original note, if
      available, and provided, further, however, that in the case of Mortgage Loans
      which have been prepaid in full after the Cut-off Date and prior to the Closing
      Date, the Seller, in lieu of delivering the above documents, may deliver to
      the
      Purchaser or any assignee, transferee or designee of the Purchaser a
      certification by the Seller to such effect. The Seller shall cause, at its
      expense, the Mortgage and intervening assignments, if any, and to the extent
      required in accordance with the foregoing, the assignment of the Mortgage to
      the
      Purchaser or any assignee, transferee or designee of the Purchaser to be
      submitted for recording promptly after the Closing Date; provided
      that the
      Seller need not cause to be recorded any Assignment (a) in any jurisdiction
      under the laws of which, as evidenced by an Opinion of Counsel addressed to
      the
      Trustee delivered by the Seller) to the Trustee, and the Rating Agencies, the
      recordation of such assignment is not necessary to protect the Trustee’s
      interest in the related Mortgage Loan or (b) if a Mortgage Loan is a MERS
      Designated Mortgage Loan. For the purposes of this Agreement, a “MERS Designated
      Mortgage Loan” is a Mortgage Loan for which (a) the Seller has designated or
      will designate MERS as, and has taken or will take such action as is necessary
      to cause MERS to be, the mortgagee of record, as nominee for the Seller,
      pursuant to the MERS System and (b) the Seller has designated or will designate
      the Purchaser or any assignee, transferee or designee of the Purchaser as the
      Person named as the investor on the MERS System.

     

    With
      respect to a maximum of approximately 2.0% of the Original Mortgage Loans,
      by
      outstanding principal balance of the Original Mortgage Loans as of the Cut-off
      Date, if any original Mortgage Note referred to in Section 4(b)(i) above cannot
      be located, the obligations of the Seller to deliver such documents shall be
      deemed to be satisfied upon delivery to the Purchaser of a photocopy of such
      Mortgage Note, if available, with a lost note affidavit substantially in the
      form of Exhibit I attached to the Pooling and Servicing Agreement. If any of
      the
      original Mortgage Notes for which a lost note affidavit was delivered to the
      Purchaser is subsequently located, such original Mortgage Note shall be
      delivered to the Purchaser within three Business Days.

     

    If
      the
      original lender’s title insurance policy was not delivered pursuant to Section
      4(b)(viii) above, the Seller shall deliver or cause to be delivered to the
      Purchaser, promptly after receipt thereof, the original lender’s title insurance
      policy. The Seller shall deliver or cause to be delivered to the Purchaser
      promptly upon receipt thereof any other original documents constituting a part
      of a Mortgage File received with respect to any Mortgage Loan, including, but
      not limited to, any original documents evidencing an assumption or modification
      of any Mortgage Loan.

     

    
      
        
        

      

      
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    The
      Seller shall (at the expense of the Responsible Party) promptly (within sixty
      Business Days following the later of the Closing Date and the date of receipt
      by
      the Seller of the recording information for a Mortgage, but in no event later
      than ninety days following the Closing Date) submit or cause to be submitted
      for
      recording, at no expense to the Trust Fund, the Trustee or the Purchaser, in
      the
      appropriate public office for real property records, each Assignment referred
      to
      in Sections 4(b)(vi) above and the Seller shall execute each original Assignment
      or cause each original Assignment to be executed in the following form: “HSBC
      Bank USA, National Association, as Trustee under the applicable agreement.” In
      the event that any such Assignment is lost or returned unrecorded because of
      a
      defect therein, the Seller shall promptly prepare or cause to be prepared a
      substitute Assignment or cure or cause to be cured such defect, as the case
      may
      be, and thereafter cause each such Assignment to be duly recorded.

     

    Notwithstanding
      the foregoing, however, for administrative convenience and facilitation of
      servicing and to reduce closing costs, the Assignments shall not be recorded
      unless the Trustee or the Purchaser receives notice from a Rating Agency, the
      Seller or the Purchaser that such failure to record would result in a withdrawal
      or a downgrading by such Rating Agency of the rating on any Class of
      Certificates. Upon receipt of such written notice that recording of the
      Assignments is required pursuant to the condition set forth in the preceding
      sentence, the Seller shall be required to deliver such Assignments or shall
      cause such Assignments to be delivered within 30 days following receipt of
      such
      notice.

     

    Each
      original document relating to a Mortgage Loan which is not delivered to the
      Purchaser or its assignee, transferee or designee, if held by the Seller, shall
      be so held for the benefit of the Purchaser, its assignee, transferee or
      designee.

     

    (c) Acceptance
      of Mortgage Loans.
      The
      documents delivered pursuant to Section 4(b) hereof shall be reviewed by the
      Purchaser or any assignee, transferee or designee of the Purchaser at any time
      before or after the Closing Date (and with respect to each document permitted
      to
      be delivered after the Closing Date, within seven days of its delivery) to
      ascertain that all required documents have been executed and received and that
      such documents relate to the Mortgage Loans identified on the Mortgage Loan
      Schedule.

     

    (d) Transfer
      of Interest in Agreements.
      The
      Purchaser has the right to assign its interest under this Agreement, in whole
      or
      in part, to the Trustee, as may be required to effect the purposes of the
      Pooling and Servicing Agreement, without the consent of the Seller or the
      Responsible Party, and the assignee shall succeed to the rights and obligations
      hereunder of the Purchaser. Any expense reasonably incurred by or on behalf
      of
      the Purchaser or the Trustee in connection with enforcing any obligations of
      the
      Seller or the Responsible Party under this Agreement will be promptly reimbursed
      by the Seller or the Responsible Party, as applicable.

     

    (e) Examination
      of Mortgage Files.
      Prior
      to the Closing Date, the Seller shall either (i) deliver in escrow to the
      Purchaser, or to any assignee, transferee or designee of the Purchaser for
      examination, the Mortgage File pertaining to each Mortgage Loan or (ii) make
      such Mortgage Files available to the Purchaser or to any assignee, transferee
      or
      designee of the Purchaser for examination. Such examination may be made by
      the
      Purchaser or the Trustee, and their respective designees, upon reasonable notice
      to the Seller during normal business hours before the Closing Date and within
      60
      days after the Closing Date. If any such person makes such examination prior
      to
      the Closing Date and identifies any Mortgage Loans that do not conform to the
      requirements of the Purchaser as described in this Agreement, such Mortgage
      Loans shall be deleted from the Closing Schedule. The Purchaser may, at its
      option and without notice to the Seller, purchase all or part of the Mortgage
      Loans without conducting any partial or complete examination. The fact that
      the
      Purchaser or any person has conducted or has failed to conduct any partial
      or
      complete examination of the Mortgage Files shall not affect the rights of the
      Purchaser or any assignee, transferee or designee of the Purchaser to demand
      repurchase or other relief as provided herein or under the Pooling and Servicing
      Agreement.

     

    
      
        
        

      

      
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    SECTION
      5 Representations,
      Warranties and Covenants of the Responsible Party
      and the Seller.

     

    (a) The
      Responsible Party hereby represents, warrants and covenants to the Seller and
      the Purchaser, as of the date hereof that:

     

    (i) The
      Responsible Party is duly organized, validly existing and in good standing
      under
      the laws of the state of Delaware and is and will remain in compliance with
      the
      laws of each state in which any Mortgaged Property is located to the extent
      necessary to ensure the enforceability of its obligations under this Agreement
      and each Mortgage Loan;

     

    (ii) The
      Responsible Party has the full power and authority to execute, deliver and
      perform, and to enter into and consummate, all transactions contemplated by
      this
      Agreement which are applicable to the Responsible Party. The Responsible Party
      has duly authorized the execution, delivery and performance of this Agreement,
      has duly executed and delivered this Agreement, and this Agreement, assuming
      due
      authorization, execution and delivery by the Seller and the Purchaser,
      constitutes a legal, valid and binding obligation of the Responsible Party,
      enforceable against it in accordance with its terms except as the enforceability
      thereof may be limited by bankruptcy, insolvency or reorganization;

     

    (iii) The
      execution and delivery of this Agreement by the Responsible Party and the
      performance of and compliance with the terms of this Agreement which are
      applicable to the Responsible Party will not violate the Responsible Party’s
      articles of incorporation or bylaws or constitute a default under or result
      in a
      breach or acceleration of, any material contract, agreement or other instrument
      to which the Responsible Party is a party or which may be applicable to the
      Responsible Party or its assets;

     

    (iv) The
      Responsible Party is not in violation of, and the execution and delivery of
      this
      Agreement by the Responsible Party and its performance and compliance with
      the
      terms of this Agreement which are applicable to the Responsible Party and will
      not constitute a violation with respect to, any order or decree of any court
      or
      any order or regulation of any federal, state, municipal or governmental agency
      having jurisdiction over the Responsible Party or its assets, which violation
      will likely have consequences that would materially and adversely affect the
      condition (financial or otherwise) or the operation of the Responsible Party
      or
      its assets or will likely have consequences that would materially and adversely
      affect the performance of its obligations and duties hereunder;

     

    
      
        
        

      

      
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    (v) The
      Responsible Party does not believe, nor does it have any reason or cause to
      believe, that it cannot perform each and every covenant of the Responsible
      Party
      contained in this Agreement;

     

    (vi) There
      are
      no actions or proceedings against, or investigations of, the Responsible Party
      before any court, administrative agency or other tribunal (A) that are likely
      to
      prohibit its entering into this Agreement, (B) seeking to prevent the
      consummation of the transactions contemplated by this Agreement or (C) that
      are
      likely to prohibit or materially and adversely affect the performance by the
      Responsible Party of its obligations under, or the validity or enforceability
      of, this Agreement

     

    (vii) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Responsible
      Party of, or compliance by the Responsible Party with, this Agreement or the
      consummation of the transactions contemplated by this Agreement which are
      applicable to the Responsible Party, except for such consents, approvals,
      authorizations or orders, if any, that have been obtained prior to the Closing
      Date; and

     

    (viii) The
      consummation of the transactions contemplated by this Agreement which are
      applicable to the Responsible Party are in the ordinary course of business
      of
      the Responsible Party.

     

    (b) The
      Seller hereby represents and warrants to the Responsible Party and the
      Purchaser, as of the date hereof and as of the Closing Date, and covenants,
      that:

     

    (i) The
      Seller is duly organized, validly existing and in good standing as a limited
      partnership under the laws of the State of Delaware with full limited
      partnership power and authority to conduct its business as presently conducted
      by it to the extent material to the consummation of the transactions
      contemplated herein. The Seller has the full limited partnership power and
      authority to own the Mortgage Loans and to transfer and convey the Mortgage
      Loans to the Purchaser and has the full limited partnership power and authority
      to execute and deliver, engage in the transactions contemplated by, and perform
      and observe the terms and conditions of this Agreement.

     

    (ii) The
      Seller has duly authorized the execution, delivery and performance of this
      Agreement, has duly executed and delivered this Agreement, and this Agreement,
      assuming due authorization, execution and delivery by the Responsible Party
      and
      the Purchaser, constitutes a legal, valid and binding obligation of the Seller,
      enforceable against it in accordance with its terms except as the enforceability
      thereof may be limited by bankruptcy, insolvency or reorganization.

     

    (iii) The
      execution, delivery and performance of this Agreement by the Seller (x) does
      not
      conflict and will not conflict with, does not breach and will not result in
      a
      breach of and does not constitute and will not constitute a default (or an
      event, which with notice or lapse of time or both, would constitute a default)
      under (A) any terms or provisions of the certificate of formation or limited
      partnership agreement of the Seller, (B) any term or provision of any material
      agreement, contract, instrument or indenture, to which the Seller is a party
      or
      by which the Seller or any of its property is bound or (C) any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or any of its
      property and (y) does not create or impose and will not result in the creation
      or imposition of any lien, charge or encumbrance which would have a material
      adverse effect upon the Mortgage Loans or any documents or instruments
      evidencing or securing the Mortgage Loans.

     

    
      
        
        

      

      
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    (iv) No
      consent, approval, authorization or order of, registration or filing with,
      or
      notice on behalf of the Seller to any governmental authority or court is
      required, under federal laws or the laws of the State of Delaware, for the
      execution, delivery and performance by the Seller of, or compliance by the
      Seller with, this Agreement or the consummation by the Seller of any other
      transaction contemplated hereby; provided, however, that the Seller makes no
      representation or warranty regarding federal or state securities laws in
      connection with the sale or distribution of the Certificates.

     

    (v) This
      Agreement does not contain any untrue statement of material fact or omit to
      state a material fact necessary to make the statements contained herein not
      misleading. The written statements, reports and other documents furnished by
      the
      Seller pursuant to this Agreement or in connection with the transactions
      contemplated hereby taken in the aggregate do not contain any untrue statement
      of material fact or omit to state a material fact necessary to make the
      statements contained therein not misleading.

     

    (vi) The
      Seller is not in violation of, and the execution and delivery of this Agreement
      by the Seller and its performance and compliance with the terms of this
      Agreement will not constitute a violation with respect to, any order or decree
      of any court or any order or regulation of any federal, state, municipal or
      governmental agency having jurisdiction over the Seller or its assets, which
      violation might have consequences that would materially and adversely affect
      the
      condition (financial or otherwise) or the operation of the Seller or its assets
      or might have consequences that would materially and adversely affect the
      performance of its obligations and duties hereunder.

     

    (vii) The
      Seller 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.

     

    (viii) Immediately
      prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
      the Seller will be the owner of the related Mortgage and the indebtedness
      evidenced by the related Mortgage Note, and, upon the payment to the Seller
      of
      the Aggregate Purchase Price, in the event that the Seller retains or has
      retained record title, the Seller shall retain such record title to each
      Mortgage, each related Mortgage Note and the related Mortgage Files with respect
      thereto in trust for the Purchaser as the owner thereof from and after the
      date
      hereof.

     

    (ix) There
      are
      no actions or proceedings against, or investigations known to it of, the Seller
      before any court, administrative or other tribunal (A) that might prohibit
      its
      entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
      Loans by the Seller or the consummation of the transactions contemplated by
      this
      Agreement or (C) that might prohibit or materially and adversely affect the
      performance by the Seller of its obligations under, or validity or
      enforceability of, this Agreement.

     

    
      
        
        

      

      
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    (x) The
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Seller, and the transfer, assignment and
      conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject
      to the bulk transfer or any similar statutory provisions.

     

    (xi) The
      Seller has not dealt with any broker, investment banker, agent or other person,
      except for the Purchaser or any of its affiliates, that may be entitled to
      any
      commission or compensation in connection with the sale of the Mortgage
      Loans.

     

    (xii) There
      is
      no litigation currently pending or, to the best of the Seller’s knowledge
      without independent investigation, threatened against the Seller that would
      reasonably be expected to adversely affect the transfer of the Mortgage Loans,
      the issuance of the Certificates or the execution, delivery, performance or
      enforceability of this Agreement, or that would result in a material adverse
      change in the financial condition of the Seller.

     

    (xiii) The
      Seller is solvent and will not be rendered insolvent by the consummation of the
      transactions contemplated hereby. The Seller is not transferring any Mortgage
      loan with any intent to hinder, delay or defraud any of its
      creditors.

     

    (xiv) The
      Seller makes each of the additional representations and warranties set forth
      on
      Schedule I hereto.

     

    SECTION
      6 Representations
      and Warranties of the Responsible Party Relating to the Mortgage
      Loans.

     

    The
      Responsible Party hereby represents and warrants to the Seller and the Purchaser
      that as to each Mortgage Loan as of the Closing Date or as of such other date
      as
      specified herein:

     

    (i) The
      information set forth in the Mortgage Loan Schedule is true and correct in
      all
      material respects;

     

    (ii) Each
      Mortgage Loan at the time it was made complied in all material respects with
      all
      applicable local, state and federal laws and regulations, including, without
      limitation, usury, equal credit opportunity, disclosure and recording laws
      and
      all applicable predatory, abusive and fair lending laws; and each Mortgage
      Loan
      has been serviced in all material respects in accordance with all applicable
      local, state and federal laws and regulations, including, without limitation,
      usury, equal credit opportunity, disclosure and recording laws and all
      applicable anti-predatory lending laws and the terms of the related Mortgage
      Note, the Mortgage and other loan documents;

     

    (iii) There
      is
      no monetary default existing under any Mortgage or the related Mortgage Note
      and
      there is no material event which, with the passage of time or with notice and
      the expiration of any grace or cure period, would constitute a default, breach
      or event of acceleration; and neither the Responsible Party, any of its
      affiliates nor any servicer of any related Mortgage Loan has taken any action
      to
      waive any default, breach or event of acceleration; and no foreclosure action
      is
      threatened or has been commenced with respect to the Mortgage Loan;

     

    
      
        
        

      

      
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    (iv) The
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments, (i) if required by
      law
      in the jurisdiction where the Mortgaged Property is located, or (ii) to protect
      the interests of the Trustee on behalf of the Certificateholders;

     

    (v) No
      selection procedure reasonably believed by the Responsible Party to be adverse
      to the interests of the Certificateholders was utilized in selecting the
      Mortgage Loans;

     

    (vi) Each
      Mortgage is a valid and enforceable first or second lien on the property
      securing the related Mortgage Note and each Mortgaged Property is owned by
      the
      Mortgagor in fee simple (except with respect to common areas in the case of
      condominiums, planned unit developments (“PUDs”) and de minimis PUDs) or by
      leasehold for a term longer than the term of the related Mortgage, subject
      only
      to (i) the lien of current real property taxes and assessments, (ii) covenants,
      conditions and restrictions, rights of way, easements and other matters of
      public record as of the date of recording of such Mortgage, such exceptions
      being acceptable to mortgage lending institutions generally or specifically
      reflected in the appraisal obtained in connection with the origination of the
      related Mortgage Loan or referred to in the lender’s title insurance policy
      delivered to the originator of the related Mortgage Loan and (iii) other matters
      to which like properties are commonly subject which do not materially interfere
      with the benefits of the security intended to be provided by such
      Mortgage;

     

    (vii) There
      is
      no mechanics’ lien or claim for work, labor or material affecting the premises
      subject to any Mortgage which is or may be a lien prior to, or equal with,
      the
      lien of such Mortgage except those which are insured against by the title
      insurance policy referred to in (xii) below;

     

    (viii) There
      was
      no delinquent tax or assessment lien against the property subject to any
      Mortgage, except where such lien was being contested in good faith and a stay
      had been granted against levying on the property;

     

    (ix) There
      is
      no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
      including the obligation of the Mortgagor to pay the unpaid principal and
      interest on such Mortgage Note;

     

    (x) The
      physical property subject to any Mortgage is free of material damage and is
      in
      good repair and there is no proceeding pending or threatened for the total
      or
      partial condemnation of any Mortgaged Property;

     

    (xi) The
      Mortgaged Property and all improvements thereon comply with all requirements
      of
      any applicable zoning and subdivision laws and ordinances;

     

    
      
        
        

      

      
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    (xii) With
      respect to any first lien Mortgage Loan, a lender’s title insurance policy (on
      an American Land Title Association (“ALTA”) or California Land Title Association
      (“CLTA”) form) or binder, or other assurance of title customary in the relevant
      jurisdiction therefor in a form acceptable to Fannie Mae or Freddie Mac, was
      issued on the date that each Mortgage Loan was created by a title insurance
      company which, to the best of the Responsible Party’s knowledge, was qualified
      to do business in the jurisdiction where the related Mortgaged Property is
      located, insuring the Responsible Party and its successors and assigns that
      the
      Mortgage is a first priority lien on the related Mortgaged Property in the
      original principal amount of the Mortgage Loan; and the Responsible Party is
      the
      sole insured under such lender’s title insurance policy, and such policy, binder
      or assurance is valid and remains in full force and effect, and each such
      policy, binder or assurance shall contain all applicable endorsements including
      a negative amortization endorsement, if applicable; with respect to any junior
      lien Mortgage Loan, other than any piggyback loan that has an initial principal
      amount less than or equal to $200,000, (a) a lender’s title insurance policy or
      binder, or other assurance of title customary in the relevant jurisdiction
      therefore in a form acceptable to Fannie Mae or Freddie Mac, was issued on
      the
      date that each Mortgage Loan was created by a title insurance company which,
      to
      the best of the Responsible Party’s knowledge, was qualified to do business in
      the jurisdiction where the related Mortgaged Property is located, insuring
      the
      related seller and its successors and assigns; and the Responsible Party is
      the
      sole insured under such lender’s title insurance policy, and such policy, binder
      or assurance is valid and remains in full force and effect, and each such
      policy, binder or assurance shall contain all applicable endorsements including
      a negative amortization endorsement, if applicable, or (b) a lien search was
      conducted at the time of origination with respect to the related Mortgaged
      Property;

     

    (xiii) At
      the
      time of origination, each Mortgaged Property was the subject of an appraisal
      which conformed to the underwriting requirements of the originator of the
      Mortgage Loan and, the appraisal is in a form acceptable to Fannie Mae or
      Freddie Mac;

     

    (xiv) The
      improvements on each Mortgaged Property securing a Mortgage Loan are insured
      (by
      an insurer which is acceptable to the Responsible Party) against loss by fire
      and such hazards as are covered under a standard extended coverage endorsement
      in the locale in which the Mortgaged Property is located, in an amount which
      is
      not less than the lesser of the maximum insurable value of the improvements
      securing such Mortgage Loan or the outstanding principal balance of the Mortgage
      Loan, but in no event in an amount less than an amount that is required to
      prevent the Mortgagor from being deemed to be a co-insurer thereunder; if the
      improvement on the Mortgaged Property is a condominium unit, it is included
      under the coverage afforded by a blanket policy for the condominium project;
      if
      upon origination of the related Mortgage Loan, the improvements on the Mortgaged
      Property were in an area identified as a federally designated flood area, a
      flood insurance policy is in effect in an amount representing coverage not
      less
      than the least of (i) the outstanding principal balance of the Mortgage Loan,
      (ii) the restorable cost of improvements located on such Mortgaged Property
      or
      (iii) the maximum coverage available under federal law; and each Mortgage
      obligates the Mortgagor thereunder to maintain the insurance referred to above
      at the Mortgagor’s cost and expense;

     

    
      
        
        

      

      
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    (xv) Each
      Mortgage Loan constitutes a "qualified mortgage" under Section 860G(a)(3)(A)
      of
      the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6),
      (7)
      and (9) without reliance on the provisions of Treasury Regulation Section
      1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other
      provision that would allow a Mortgage Loan to be treated as a “qualified
      mortgage” notwithstanding its failure to meet the requirements of Section
      860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2),
      (4), (5), (6), (7) and (9);

     

    (xvi) None
      of
      the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part
      226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA,
      which implements the Home Ownership and Equity Protection Act of 1994, as
      amended or (b) “high cost home,” “covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home Ownership Security Act of 2002 that
      were originated between November 26, 2003 and July 7, 2004), “high risk home” or
“predatory” loans under any applicable state, federal or local law (or a
      similarly classified loan using different terminology under a law imposing
      heightened regulatory scrutiny or additional legal liability for residential
      mortgage loans having high interest rates, points and/or fees);

     

    (xvii) The
      data
      files containing information with respect to the Mortgage Loans as transmitted
      by modem to the Purchaser by the Responsible Party or any of its affiliates
      (as
      such transmitted information may have been amended or supplemented in writing
      by
      the Responsible Party or any of its affiliates with the written consent of
      the
      Purchaser subsequent to such transmission) is true and correct in all material
      respects; 

     

    (xviii) No
      Mortgage Loan (a) is a High Cost Loan or Covered Loan as applicable (as such
      terms are defined in the then current Standard & Poor’s LEVELS® Glossary,
      which is now Version 6.0, Appendix E, attached hereto as Exhibit 6 or (b) was
      originated on or after October 1, 2002 through March 6, 2003 and is governed
      by
      the Georgia Fair Lending Act;

     

    (xix) Each
      Mortgage Loan was originated in accordance with the underwriting guidelines
      of
      the related originator;

     

    (xx) Each
      original Mortgage has been recorded or is in the process of being recorded
      in
      accordance with the requirements of Section 2.01 of the Pooling and Servicing
      Agreement in the appropriate jurisdictions wherein such recordation is required
      to perfect the lien thereof for the benefit of the Trust Fund;

     

    (xxi) The
      related Mortgage File contains each of the documents and instruments listed
      in
      Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions,
      substitutions and qualifications as are set forth in such Section;

     

    (xxii) The
      Mortgage Loans are currently being serviced in accordance with accepted
      servicing practices;

     

    (xxiii) With
      respect to each Mortgage Loan that has a prepayment penalty feature, each such
      prepayment penalty is enforceable and will be enforced by the Responsible Party
      and each prepayment penalty is permitted pursuant to applicable federal, state
      and local law. In addition, with respect to each Mortgage Loan (i) no Mortgage
      Loan will impose a prepayment penalty for a term in excess of five years from
      the date such Mortgage Loan was originated and (ii) such prepayment penalty
      is
      equal to the lesser of (A) the maximum amount permitted under applicable law
      or
      (B) six months interest at the related Mortgage Rate on the amount prepaid
      in
      excess of 20% of the original principal balance of such Mortgage
      Loan;

     

    
      
        
        

      

      
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    (xxiv) If
      any of
      the Mortgage Loans are secured by a leasehold interest, with respect to each
      leasehold interest: the use of leasehold estates for residential properties
      is
      an accepted practice in the area where the related Mortgaged Property is
      located; residential property in such area consisting of leasehold estates
      is
      readily marketable; the lease is recorded and no party is in any way in breach
      of any provision of such lease; the leasehold is in full force and effect and
      is
      not subject to any prior lien or encumbrance by which the leasehold could be
      terminated or subject to any charge or penalty; and the remaining term of the
      lease does not terminate less than five years after the maturity date of such
      Mortgage Loan; and

     

    (xxv) The
      first
      Monthly Payment was or shall be made with respect to the Mortgage Loan on its
      Due Date or by the 15th
      calendar
      day of the month following such Due Date or if such day is not a Business Day,
      then the next succeeding Business Day and the first Monthly Payment following
      the Closing Date shall be made with respect to the Mortgage Loan on its Due
      Date
      or by the 15th
      calendar
      day of the month following such Due Date or if such day is not a Business Day,
      then the next succeeding Business Day, all in accordance with the terms of
      the
      related Mortgage Note.

     

    SECTION
      7 Repurchase
      Obligation for Defective Documentation and for Breach of Representation and
      Warranty.

     

    (a) The
      representations and warranties contained in Section 6 shall not be impaired
      by
      any review and examination of Mortgage Files or any failure on the part of
      the
      Seller or the Purchaser to review or examine such documents and shall inure
      to
      the benefit of any assignee, transferee or designee of the Purchaser, including
      the Trustee for the benefit of holders of the Certificates. With respect to
      the
      representations and warranties contained herein that are made to the knowledge
      or the best knowledge of the Responsible Party or as to which the Responsible
      Party has no knowledge, if it is discovered that the substance of any such
      representation and warranty is inaccurate and the inaccuracy materially and
      adversely affects the value of the related Mortgage Loan, or the interest
      therein of the Purchaser or the Purchaser’s assignee, designee or transferee,
      then notwithstanding the Responsible Party’s lack of knowledge with respect to
      the substance of such representation and warranty being inaccurate at the time
      the representation and warranty was made, such inaccuracy shall be deemed a
      breach of the applicable representation and warranty and the Responsible Party
      shall take such action described in the following paragraphs in respect of
      such
      Mortgage Loan.

     

    
      
        
        

      

      
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    Upon
      discovery by the Seller, the Purchaser or any assignee, transferee or designee
      of the Purchaser of any materially defective document in, or that any material
      document was not transferred by or at the direction of the Seller (as listed
      on
      the Trustee’s Preliminary Exception Report) as part of any Mortgage File, or of
      a breach of any of the representations and warranties contained in Section
      6
      that materially and adversely affects the value of any Mortgage Loan or the
      interest therein of the Purchaser or the Purchaser’s assignee, transferee or
      designee, the party discovering such breach shall give prompt written notice
      to
      the Responsible Party and the Seller. Within sixty (60) days of its discovery
      or
      its receipt of notice of any such missing documentation that was not transferred
      to the Purchaser as described above, or of materially defective documentation,
      or of any such breach of a representation and warranty, the Responsible Party
      or
      the Seller (or their related designee), as applicable, promptly shall deliver
      such missing document or cure such defect or breach in all material respects
      or,
      in the event the Responsible Party or the Seller (or their related designee)
      cannot deliver such missing document or cannot cure such defect or breach,
      the
      Responsible Party or the Seller, as applicable, shall, within ninety (90) days
      of its discovery or receipt of notice, either (i) repurchase the affected
      Mortgage Loan at the Purchase Price or (ii) pursuant to the provisions of the
      Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from
      the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans.
      The Responsible Party or the Seller, as applicable, shall amend the Closing
      Schedule to reflect the withdrawal of such Mortgage Loan from the terms of
      this
      Agreement and the Pooling and Servicing Agreement. The Responsible Party or
      the
      Seller, as applicable, shall deliver to the Purchaser such amended Closing
      Schedule and shall deliver such other documents as are required by this
      Agreement or the Pooling and Servicing Agreement within five (5) days of any
      such amendment. Any repurchase pursuant to this Section 7(a) shall be
      accomplished by transfer to an account designated by the Purchaser of the amount
      of the Purchase Price in accordance with Section 2.03 of the Pooling and
      Servicing Agreement. Any repurchase required by this Section shall be made
      in a
      manner consistent with Section 2.03 of the Pooling and Servicing
      Agreement.

     

    Notwithstanding
      the foregoing, the breach of the representations of the Responsible Party set
      forth in Section 6(xvi) and (xviii)(b) above will be deemed to materially and
      adversely affect the interests of the Certificateholders and shall require
      the
      repurchase, substitution or, to the extent applicable, a cure of the affected
      Mortgage Loan(s) as provided in this Section 7.

     

    Notwithstanding
      the foregoing, within 90 days of the earlier of discovery by the Responsible
      Party or receipt of notice by the Responsible Party of the breach of the
      representation of the Responsible Party set forth in Section 6(xxiii) above
      which materially and adversely affects the interests of the Holders of the
      Class
      P Certificates in any Prepayment Charge, the Responsible Party shall pay the
      amount of the scheduled Prepayment Charge, for the benefit of the Holders of
      the
      Class P Certificates by remitting such amount to the applicable servicer for
      deposit into the Custodial Account, net of any amount previously collected
      by
      the applicable servicer or paid by the applicable servicer, for the benefit
      of
      the Holders of the Class P Certificates in respect of such Prepayment
      Charge.

     

    
      Notwithstanding
        the foregoing, upon notice of the breach of the representation of the
        Responsible Party set forth in Section 6(xxv) above (which notice may include
        receipt of a monthly remittance advice reflecting such breach), the Purchaser
        shall request any repurchase pursuant to this Section 7 in writing within
        120
        days of receipt of such notice (the "Purchaser Notice Period"); provided,
        however that the Responsible Party’s obligation to repurchase the related
        Mortgage Loan shall expire 120 days following the Closing Date unless the
        Purchaser has made a written request to the Responsible Party to repurchase
        the
        related Mortgage Loan within such 120 day period. Upon receipt of such request,
        the Responsible Party shall have 30 days to repurchase the related Mortgage
        Loan. The Responsible Party shall have no obligation to repurchase any Mortgage
        Loan as to which a request for repurchase pursuant to this Section 7 was
        received after the Purchaser Notice Period.

       

    

    
      
        
        

      

      
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    (b) Notwithstanding
      the foregoing, with respect to an alleged breach of a representation and
      warranty which breach is covered by a title insurance policy, the Purchaser
      shall use reasonable efforts to enforce the provisions of any related title
      insurance policy prior to seeking a remedy against the Responsible Party or
      the
      Seller hereunder.

     

    (c) It
      is
      understood and agreed that the obligations of the Responsible Party or the
      Seller set forth in this Section 7 to cure or repurchase a defective Mortgage
      Loan constitute the sole remedies of the Purchaser against the Responsible
      Party
      or the Seller respecting a missing document or a breach of the representations
      and warranties contained in Section 6.

     

    SECTION
      8 Closing;
      Payment for the Mortgage Loans.
      The
      closing of the purchase and sale of the Mortgage Loans shall be held at the
      New
      York City office of Mayer, Brown, Rowe & Maw LLP at 10:00 a.m. New York City
      time on the Closing Date.

     

    The
      closing shall be subject to each of the following conditions:

     

    (a) All
      of
      the representations and warranties of the Seller and the Responsible Party
      under
      this Agreement shall be true and correct in all material respects as of the
      date
      as of which they are made and no event shall have occurred which, with notice
      or
      the passage of time, would constitute a default under this
      Agreement;

     

    (b) The
      Purchaser shall have received, or the attorneys of the Purchaser shall have
      received in escrow (to be released from escrow at the time of closing), 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 or caused to be delivered and released to the
      Purchaser or to its designee, all documents (including without limitation,
      the
      Mortgage Loans) required to be so delivered by the Purchaser pursuant to Section
      2.01 of the Pooling and Servicing Agreement; and

     

    (d) All
      other
      terms and conditions of this Agreement and the Pooling and Servicing Agreement
      shall have been complied with.

     

    Subject
      to the foregoing conditions, the Purchaser shall deliver or cause to be
      delivered to the Seller on the Closing Date, against delivery and release by
      the
      Seller to the Trustee of all documents required pursuant to the Pooling and
      Servicing Agreement, the consideration for the Mortgage Loans as specified
      in
      Section 3 of this Agreement, by delivery to the Seller of the Aggregate Purchase
      Price.

     

    SECTION
      9 Closing
      Documents.
      Without
      limiting the generality of Section 8 hereof, the closing shall be subject to
      delivery of each of the following documents:

     

    
      
        
        

      

      
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    (a) An
      Officer’s Certificate of the Seller, dated the Closing Date, in form
      satisfactory to and upon which the Purchaser, the Responsible Party and Bear,
      Stearns & Co. Inc. (the “Representative”) may rely, and attached thereto
      copies of the certificate of formation, limited liability company agreement
      and
      certificate of good standing of the Seller;

     

    (b) An
      Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory
      to and addressed to the Purchaser, the Responsible Party and the
      Representative;

     

    (c) An
      Officer’s Certificate of the Responsible Party, dated the Closing Date, in form
      satisfactory to and upon which the Purchaser and the Representative may rely,
      and attached thereto copies of the certificate of incorporation, by-laws and
      certificate of good standing of the Responsible Party;

     

    (d) An
      Opinion of Counsel of the Responsible Party, dated the Closing Date, in form
      satisfactory to and addressed to the Purchaser and the
      Representative;

     

    (e) Such
      opinions of counsel as the Rating Agencies or the Trustee may request in
      connection with the sale of the Mortgage Loans by the Seller to the Purchaser
      or
      the Seller’s execution and delivery of, or performance under, this
      Agreement;

     

    (f) A
      letter
      from Deloitte & Touche LLP, certified public accountants, to the effect that
      they have performed certain specified procedures as a result of which they
      determined that certain information of an accounting, financial or statistical
      nature set forth in the Purchaser’s prospectus supplement for Series 2007-HE1,
      dated July 10, 2007 (the “Prospectus Supplement”) relating to the Offered
      Certificates contained under the captions “Summary—The Mortgage Pool,” “Legal
      Proceedings,” “Risk Factors,” (to the extent of information concerning the
      Mortgage Loans contained therein) and “Description of the Mortgage Pool” agrees
      with the records of the Originator; and

     

    (g) Such
      further information, certificates, opinions and documents as the Purchaser
      or
      the Representative may reasonably request.

     

    SECTION
      10 Costs.
      The
      Seller shall pay (or shall reimburse the Purchaser or any other Person to the
      extent that the Purchaser or such other Person shall pay) all costs and expenses
      incurred in connection with the transfer and delivery of the Mortgage Loans,
      including without limitation, recording fees, fees for title policy endorsements
      and continuations and, except as set forth in Section 4(b), the fees for
      recording Assignments.

     

    The
      Seller shall pay (or shall reimburse the Purchaser or any other Person to the
      extent that the Purchaser or such other Person shall pay) the fees and expenses
      of the Seller’s accountants and attorneys, the costs and expenses incurred in
      connection with producing the Interim Servicer’s or any Subservicer’s loan loss,
      foreclosure and delinquency experience, the costs and expenses incurred in
      connection with obtaining the documents referred to in Section 9, the costs
      and
      expenses of printing (or otherwise reproducing) and delivering this Agreement,
      the Pooling and Servicing Agreement, the Certificates, the prospectus and
      Prospectus Supplement, and any private placement memorandum relating to the
      Certificates and other related documents, the initial fees, costs and expenses
      of the Trustee, the fees and expenses of the Purchaser’s counsel in connection
      with the preparation of all documents relating to the securitization of the
      Mortgage Loans, the filing fee charged by the Securities and Exchange Commission
      for registration of the Certificates, the cost of outside special counsel that
      may be required by the Originator and the fees charged by any rating agency
      to
      rate the Certificates. All other costs and expenses in connection with the
      transactions contemplated hereunder shall be borne by the party incurring such
      expense.

     

    
      
        
        

      

      
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    SECTION
      11 [Reserved].
      

     

    SECTION
      12 Indemnification.
      The
      Responsible Party shall indemnify and hold harmless each of (i) the Purchaser,
      (ii) the assignee pursuant to Section 2.01 of the Pooling and Servicing
      Agreement and (iii) each person, if any, who controls the Purchaser within
      the
      meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)
      ((i) through (iii) collectively, the “Indemnified Party”) against any and all
      losses, claims, expenses, damages or liabilities, insofar as such losses,
      claims, expenses, damages or liabilities (or actions in respect thereof) arise
      out of or are based upon (a) any untrue statement or alleged untrue
      statement of any material fact contained in the data files containing
      information with respect to the Mortgage Loans as transmitted by modem to the
      Purchaser by the Responsible Party or any of its affiliates (as such transmitted
      information may have been amended or supplemented in writing by the Responsible
      Party or any of its affiliates with the written consent of the Purchaser
      subsequent to such transmission), (b) any representation, warranty or covenant
      made by the Responsible Party herein, on which the Purchaser has relied, being,
      or alleged to be, untrue or incorrect; provided, however, that to the extent
      that any such losses, claims, expenses, damages or liabilities to which the
      Indemnified Party may become subject arise out of or are based upon both (1)
      statements, omissions, representations, warranties or covenants of the Seller
      described in clause (a) or (b) above and (2) any other factual basis, the Seller
      shall indemnify and hold harmless the Indemnified Party only to the extent
      that
      the losses, claims, expenses, damages, or liabilities of the person or persons
      asserting the claim are determined to rise from or be based upon matters set
      forth in clause (1) above and do not result from the gross negligence or willful
      misconduct of such Indemnified Party. This indemnity shall be in addition to
      any
      liability that the Seller may otherwise have.

     

    SECTION
      13 Intent
      of the Parties, Mandatory Delivery; Grant of Security Interest.
      The
      sale of the Mortgage Loans as contemplated hereby is absolute and is intended
      by
      both the Seller and the Purchaser to constitute a sale of the such Mortgage
      Loans by the Seller to the Purchaser.
      The
      sale
      and delivery on the Closing Date of the Mortgage Loans described on the Mortgage
      Loan Schedule in accordance with the terms and conditions of this Agreement
      is
      mandatory. It is 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 in the event of the Seller’s failure to deliver the
      Mortgage Loans on or before the Closing Date. The Seller hereby grants to the
      Purchaser a lien on and a continuing security interest in the Seller’s interest
      in each Mortgage Loan and each document and instrument evidencing each such
      Mortgage Loan to secure the performance by the Seller of its obligation
      hereunder, and the Seller agrees that it holds such Mortgage Loans in custody
      for the Purchaser, subject to the Purchaser’s (i) right, prior to the Closing
      Date, to reject any Mortgage Loan to the extent permitted by this Agreement,
      and
      (ii) obligation to deliver or cause to be delivered the consideration for the
      Mortgage Loans pursuant to Section 8 hereof. Any Mortgage Loans rejected by
      the
      Purchaser shall concurrently therewith be released from the security interest
      created hereby. 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.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

       

    

    Notwithstanding
      the foregoing, if on the Closing Date, each of the conditions set forth in
      Section 8 hereof shall have been satisfied and the Purchaser shall not have
      paid
      or caused to be paid the Aggregate Purchase Price, or any such condition shall
      not have been waived or satisfied and the Purchaser determines not to pay or
      cause to be paid the Aggregate Purchase Price, the Purchaser shall immediately
      effect the re-delivery of the Mortgage Loans, if delivery to the Purchaser
      has
      occurred, and the security interest created by this Section 13 shall be deemed
      to have been released.

     

    SECTION
      14 Notices.
      All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given if personally delivered to or mailed by
      registered mail, postage prepaid, or transmitted by fax and, receipt of which
      is
      confirmed by telephone, if to the Purchaser, addressed to Stanwich Asset
      Acceptance Company, L.L.C., Seven Greenwich Office Park, 599 West Putnam Avenue,
      Greenwich, Connecticut 06830 (Telecopy: (212-272-7206)), Attention: Darren
      Fulco; or such other address as may hereafter be furnished to the Responsible
      Party and the Seller in writing by the Purchaser; if to the Responsible Party,
      addressed to the Responsible Party at 2780 Lake Vista Drive, Lewisville, Texas
      75067, Attention: General Counsel, or such other address as may hereafter be
      furnished to the Seller and the Purchaser in writing by the Responsible Party;
      if to the Seller, addressed to the Seller at Carrington Securities, LP, Seven
      Greenwich Office Park, 599 West Putnam Avenue, Greenwich, Connecticut 06830
      (Telecopy: (212-272-7206)), Attention: Bruce M. Rose, or to such other address
      as the Seller may designate in writing to the Purchaser and the Responsible
      Party.

     

    SECTION
      15 Severability
      of Provisions.
      Any
      part, provision, representation or warranty of this Agreement that is prohibited
      or that 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 that is prohibited or unenforceable or is held to be void or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      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.

     

    SECTION
      16 Agreement
      of Parties.
      The
      Seller, the Responsible Party and the Purchaser each agree to execute and
      deliver such instruments and take such actions as either of the others may,
      from
      time to time, reasonably request in order to effectuate the purpose and to
      carry
      out the terms of this Agreement.

     

    SECTION
      17 Survival.
      (a) The
      Seller agrees that the representations, warranties and agreements made by it
      herein and in any certificate or other instrument delivered pursuant hereto
      shall be deemed to be relied upon by the Purchaser, notwithstanding any
      investigation heretofore or hereafter made by the Purchaser or on its behalf,
      and that the representations, warranties and agreements made by the Seller
      herein or in any such certificate or other instrument shall survive the delivery
      of and payment for the Mortgage Loans and shall continue in full force and
      effect, notwithstanding any restrictive or qualified endorsement on the Mortgage
      Notes and notwithstanding subsequent termination of this Agreement, the Pooling
      and Servicing Agreement or the Trust Fund.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

       

    

    (b) The
      Responsible Party agrees that the representations, warranties and agreements
      made by it herein and in any certificate or other instrument delivered pursuant
      hereto shall be deemed to be relied upon by the Seller and the Purchaser,
      notwithstanding any investigation heretofore or hereafter made by the Seller
      or
      the Purchaser or on the behalf of either of them, and that the representations,
      warranties and agreements made by the Responsible Party herein or in any such
      certificate or other instrument shall continue in full force and effect as
      of
      the date such representation, warranty and agreements were made, notwithstanding
      subsequent termination of this Agreement, the Pooling and Servicing Agreement
      or
      the Trust Fund.

     

    SECTION
      18 GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER
      THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
      LAW).

     

    SECTION
      19 Miscellaneous.
      This
      Agreement may be executed in two or more counterparts, each of which when so
      executed and delivered shall be an original, but all of which together shall
      constitute one and the same instrument. This Agreement shall inure to the
      benefit of and be binding upon the parties hereto and their respective
      successors and assigns. This Agreement supersedes all prior agreements and
      understandings relating to the subject matter hereof. Neither this Agreement
      nor
      any term hereof may be changed, waived, discharged or terminated orally, but
      only by an instrument in writing signed by the party against whom enforcement
      of
      the change, waiver, discharge or termination is sought. The headings in this
      Agreement are for purposes of reference only and shall not limit or otherwise
      affect the meaning hereof.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the Seller to the Purchaser as provided in Section 4 hereof be, and be
      construed as, a sale of the Mortgage Loans by the Seller to the Purchaser and
      not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure
      a
      debt or other obligation of the Seller. However, in the event that,
      notwithstanding the aforementioned intent of the parties, the Mortgage Loans
      are
      held to be property of the Seller, then (a) it is the express intent of the
      parties that such conveyance be deemed a pledge of the Mortgage Loans by the
      Seller to the Purchaser to secure a debt or other obligation of the Seller
      and
      (b) (1) this Agreement shall also be deemed to be a security agreement within
      the meaning of Articles 8 and 9 of the New York Uniform Commercial Code; (2)
      the
      conveyance provided for in Section 4 hereof shall be deemed to be a grant by
      the
      Seller to the Purchaser of a security interest in all of the Seller’s right,
      title and interest in and to the Mortgage Loans and all amounts payable to
      the
      holders of the Mortgage Loans in accordance with the terms thereof and all
      proceeds of the conversion, voluntary or involuntary, of the foregoing into
      cash, instruments, securities or other property, including without limitation
      all amounts, other than investment earnings, from time to time held or invested
      in the Custodial Account whether in the form of cash, instruments, securities
      or
      other property; (3) the possession by the Purchaser or its agent of Mortgage
      Notes, the related Mortgages and such other items of property that constitute
      instruments, money, negotiable documents or chattel paper shall be deemed to
      be
“possession” by the secured party for purposes of perfecting the security
      interest pursuant to the New York Uniform Commercial Code; and (4) notifications
      to persons holding such property and acknowledgments, receipts or confirmations
      from persons holding such property shall be deemed notifications to, or
      acknowledgments, receipts or confirmations from, financial intermediaries,
      bailees or agents (as applicable) of the Purchaser for the purpose of perfecting
      such security interest under applicable law. Any assignment of the interest
      of
      the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be an
      assignment of any security interest created hereby. The Seller and the Purchaser
      shall, to the extent consistent with this Agreement, take such actions as may
      be
      necessary to ensure that, if this Agreement were deemed to create a security
      interest in the Mortgage Loans, such security interest would be deemed to be
      a
      perfected security interest of first priority under applicable law and will
      be
      maintained as such throughout the term of this Agreement and the Pooling and
      Servicing Agreement.

     

    [Signatures
      follow]

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the Purchaser, the Seller and the Responsible Party have caused
      their names to be signed by their respective officers thereunto duly authorized
      as of the date first above written.

     

    STANWICH
      ASSET ACCEPTANCE 

    COMPANY,
      L.L.C., as Purchaser

     

    By:
      /s/Bruce M.
      Rose                      

    Name:
      Bruce M. Rose

    Title:
      President

     

    CARRINGTON
      SECURITIES, LP, as Seller

    By:
      Carrington Capital Management, LLC,

    as
      its
      general partner


     

    By:
      /s/Bruce M.
      Rose                     


    Name:
      Bruce M. Rose

    Title:
      President 

     

    EMC
      MORTGAGE CORPORATION, as 

    Responsible
      Party

     

    By:
      /s/Debbie
      Pratt                         


    Name:
      Debbie Pratt

    Title:
      Senior Vice President 

     

     

     

    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

       

    

     Schedule
      I

     

    The
      Seller hereby represents, warrants, and covenants to the Purchaser as follows
      on
      the Closing Date and on each Distribution Date thereafter:

     

    General

     

    1. This
      Agreement creates a valid and continuing security interest (as defined in the
      applicable Uniform Commercial Code (“UCC”)) in the Mortgage Loans in favor of
      the Purchaser which security interest is prior to all other liens, and is
      enforceable as such as against creditors of and purchasers from the
      Seller.

     

    2. The
      Mortgage Loans constitute “general intangibles” or “instruments” within the
      meaning of the applicable UCC.

     

    3. The
      Custodial Account and all subaccounts thereof constitute either a deposit
      account or a securities account.

     

    4. To
      the
      extent that payments and collections received or made with respect to the
      Mortgage Loans constitute securities entitlements, such payments and collections
      have been and will have been credited to the Custodial Account. The securities
      intermediary for the Custodial Account has agreed to treat all assets credited
      to the Custodial Account as “financial assets” within the meaning of the
      applicable UCC.

     

    Creation

     

    5. The
      Seller owns and has good and marketable title to the Mortgage Loans free and
      clear of any lien, claim or encumbrance of any Person, excepting only liens
      for
      taxes, assessments or similar governmental charges or levies incurred in the
      ordinary course of business that are not yet due and payable or as to which
      any
      applicable grace period shall not have expired, or that are being contested
      in
      good faith by proper proceedings and for which adequate reserves have been
      established, but only so long as foreclosure with respect to such a lien is
      not
      imminent and the use and value of the property to which the lien attaches is
      not
      impaired during the pendency of such proceeding.

     

    6. The
      Seller has received all consents and approvals to the sale of the Mortgage
      Loans
      hereunder to the Purchaser required by the terms of the Mortgage Loans that
      constitute instruments.

     

    7. To
      the
      extent the Custodial Account or subaccounts thereof constitute securities
      entitlements, certificated securities or uncertificated securities, the Seller
      has received all consents and approvals required to transfer to the Purchaser
      its interest and rights in the Custodial Account hereunder.

     

    Perfection

     

    8. The
      Seller has caused or will have caused, within ten days after the effective
      date
      of this Agreement, the filing of all appropriate financing statements in the
      proper filing office in the appropriate jurisdictions under applicable law
      in
      order to perfect the sale of the Mortgage Loans from the Seller to the Purchaser
      and the security interest in the Mortgage Loans granted to the Purchaser
      hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    9. With
      respect to the Custodial Account and all subaccounts that constitute deposit
      accounts, either:

     

    (i) the
      Seller has delivered to the Purchaser a fully-executed agreement pursuant to
      which the bank maintaining the deposit accounts has agreed to comply with all
      instructions originated by the Purchaser directing disposition of the funds
      in
      the Custodial Account without further consent by the Seller; or

     

    (ii) the
      Seller has taken all steps necessary to cause the Purchaser to become the
      account holder of the Custodial Account.

     

    10. With
      respect to the Custodial Account or subaccounts thereof that constitute
      securities accounts or securities entitlements, either:

     

    (i) the
      Seller has caused or will have caused, within ten days after the effective
      date
      of this Agreement, the filing of all appropriate financing statements in the
      proper filing office in the appropriate jurisdictions under applicable law
      in
      order to perfect the security interest in the Custodial Account granted by
      the
      Seller to the Purchaser; or

     

    (ii) the
      Seller has delivered to the Purchaser a fully-executed agreement pursuant to
      which the securities intermediary has agreed to comply with all instructions
      originated by the Purchaser relating to the Custodial Account without further
      consent by the Purchaser; or

     

    (iii) the
      Seller has taken all steps necessary to cause the securities intermediary to
      identify in its records the Purchaser as the person having a security
      entitlement against the securities intermediary in the Custodial
      Account.

     

    Priority

     

    11. Other
      than the transfer of the Mortgage Loans to the Purchaser pursuant to this
      Agreement, the Seller has not pledged, assigned, sold, granted a security
      interest in, or otherwise conveyed any of the Mortgage Loans. The Seller has
      not
      authorized the filing of, or is not aware of any financing statements against
      the Seller that include a description of collateral covering the Mortgage Loans
      other than any financing statement relating to the security interest granted
      to
      the Purchaser hereunder or that has been terminated.

     

    12. The
      Seller is not aware of any judgment, ERISA or tax lien filings against the
      Seller.

     

    13. The
      Trustee has in its possession all original copies of the Mortgage Notes that
      constitute or evidence the Mortgage Loans. To the Seller’s knowledge, none of
      the instruments that constitute or evidence the Mortgage Loans has any marks
      or
      notations indicating that they have been pledged, assigned or otherwise conveyed
      to any Person other than the Purchaser or its designee. All financing statements
      filed or to be filed against the Seller in favor of the Purchaser in connection
      herewith describing the Mortgage Loans contain a statement to the following
      effect: “A purchase of or security interest in any collateral described in this
      financing statement will violate the rights of the Purchaser.”

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    14. Neither
      the Custodial Account nor any subaccount thereof is in the name of any person
      other than the Seller or the Purchaser or in the name of its nominee. The Seller
      has not consented for the securities intermediary of the Custodial Account
      to
      comply with entitlement orders of any person other than the Purchaser or its
      designee.

     

    15. Survival
      of Perfection Representations.
      Notwithstanding any other provision of this Agreement or any other transaction
      document, the Perfection Representations contained in this Schedule shall be
      continuing, and remain in full force and effect (notwithstanding any replacement
      of the applicable servicer or termination of the applicable servicer’s rights to
      act as such) until such time as all obligations under this Agreement have been
      finally and fully paid and performed.

     

    16. No
      Waiver.
      The
      parties to this Agreement (i) shall not, without obtaining a confirmation of
      the
      then-current rating of the Certificates waive any of the Perfection
      Representations, and (ii) shall provide the Rating Agencies with prompt written
      notice of any breach of the Perfection Representations, and shall not, without
      obtaining a confirmation of the then-current rating of the Certificates (as
      determined after any adjustment or withdrawal of the ratings following notice
      of
      such breach) waive a breach of any of the Perfection
      Representations.

     

    17. Seller
      to Maintain Perfection and Priority.
      The
      Seller covenants that, in order to evidence the interests of the Seller and
      the
      Purchaser under this Agreement, the Seller shall take such action, or execute
      and deliver such instruments (other than effecting a Filing (as defined below),
      unless such Filing is effected in accordance with this paragraph) as may be
      necessary or advisable (including, without limitation, such actions as are
      requested by the Purchaser) to maintain and perfect, as a first priority
      interest, the Purchaser’s security interest in the Mortgage Loans. The Seller
      shall, from time to time and within the time limits established by law, prepare
      and present to the Purchaser or its designee to authorize (based in reliance
      on
      the Opinion of Counsel hereinafter provided for) the Seller to file, all
      financing statements, amendments, continuations, initial financing statements
      in
      lieu of a continuation statement, terminations, partial terminations, releases
      or partial releases, or any other filings necessary or advisable to continue,
      maintain and perfect the Purchaser’s security interest in the Mortgage Loans as
      a first-priority interest (each a “Filing”). The Seller shall present each such
      Filing to the Purchaser or its designee together with (x) an Opinion of Counsel
      to the effect that such Filing is (i) consistent with the grant of the security
      interest to the Purchaser pursuant to Section 19 of this Agreement, (ii)
      satisfies all requirements and conditions to such Filing in this Agreement
      and
      (iii) satisfies the requirements for a Filing of such type under the Uniform
      Commercial Code in the applicable jurisdiction (or if the Uniform Commercial
      Code does not apply, the applicable statute governing the perfection of security
      interests), and (y) a form of authorization for the Purchaser’s signature. Upon
      receipt of such Opinion of Counsel and form of authorization, the Purchaser
      shall promptly authorize in writing the Seller to, and the Seller shall, effect
      such Filing under the UCC without the signature of the Seller or the Purchaser
      where allowed by applicable law. Notwithstanding anything else in the
      transaction documents to the contrary, the Seller shall not have any authority
      to effect a Filing without obtaining written authorization from the Purchaser
      or
      its designee.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    Exhibit
      1

     

    APPENDIX
      E OF THE STANDARD & POOR’S GLOSSARY FOR

    FILE
      FORMAT FOR LEVELS®
      VERSION
      6.0


    


    APPENDIX
      E - Standard & Poor’s Predatory Lending Categories

     

    Standard
      & Poor’s has categorized loans governed by anti-predatory lending laws in
      the Jurisdictions listed below into three categories based upon a combination
      of
      factors that include (a) the risk exposure associated with the assignee
      liability and (b) the tests and thresholds set forth in those laws. Note that
      certain loans classified by the relevant statute as Covered are included in
      Standard & Poor’s High Cost Loan Category because they included thresholds
      and tests that are typical of what is generally considered High Cost by the
      industry. 

     

    
      Standard
        & Poor’s High Cost Loan Categorization

       

    

    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending

               Law/Effective
                Date

            	
              Category
                under 

              Applicable
                Anti-

              Predatory
                Lending Law

            
	 	 	 
	
              Arkansas

            	
              Arkansas
                Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq.

              Effective
                July 16, 2003

            	
              High
                Cost Home Loan

            
	
              Cleveland
                Heights, OH

            	
              Ordinance
                No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq.

              Effective
                June 2, 2003 

            	
              Covered
                Loan

            
	
              Colorado

            	
              Consumer
                Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et seq.

              Effective
                for covered loans offered or entered into on or after January 1,
                2003.
                Other provisions of the Act took effect on June 7, 2002

            	
              Covered
                Loan

            
	
              Connecticut

            	
              Connecticut
                Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
                et seq.
                

              Effective
                October 1, 2001

            	
              High
                Cost Home Loan

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        Standard
          & Poor’s High Cost Loan Categorization

         

      

      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending

                 Law/Effective
                  Date

              	
                Category
                  under 

                Applicable
                  Anti-

                Predatory
                  Lending Law

              


      

    

    
      	
              District
                of Columbia

            	
              Home
                Loan Protection Act, D.C. Code §§ 26-1151.01 et seq.

              Effective
                for loans closed on or after January 28, 2003

            	
              Covered
                Loan

            
	
              Florida

            	
              Fair
                Lending Act, Fla. Stat. Ann. §§ 494.0078 et seq.

              Effective
                October 2, 2002

            	
              High
                Cost Home Loan

            
	
              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

              Effective
                October 1, 2002 - March 6, 2003

            	
              High
                Cost Home Loan

            
	
              Georgia
                as amended (Mar. 7, 2003 - current)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

              Effective
                for loans closed on or after March 7, 2003

            	
              High
                Cost Home Loan

            
	
              HOEPA
                Section 32

            	
              Home
                Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                §§ 226.32 and 226.34

              Effective
                October 1, 1995, amendments October 1, 2002

            	
              High
                Cost Loan

            
	
              Illinois

            	
              High
                Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et
                seq.

              Effective
                January 1, 2004 (prior to this date, regulations under Residential
                Mortgage License Act effective from May 14, 2001)

            	
              High
                Risk Home Loan 

            
	
              Indiana

            	
              Indiana
                Home Loan Practices Act, Ind. Code Ann. §§ 24-9-1-1 et seq. 

              Effective
                January 1, 2005; amended by 2005 HB 1179, effective July 1,
                2005

            	
              High
                Cost Home Loans

            
	
              Kansas

            	
              Consumer
                Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et seq.

              Sections
                16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                16a-3-308a became effective July 1, 1999 

            	
              High
                Loan to Value Consumer Loan (id.§
                16a-3-207) and;

            
	
              High
                APR Consumer Loan (id.§
                16a-3-308a)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        Standard
          & Poor’s High Cost Loan Categorization

         

      

      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending

                 Law/Effective
                  Date

              	
                Category
                  under 

                Applicable
                  Anti-

                Predatory
                  Lending Law

              


      

    

    
      	
              Kentucky

            	
              2003
                KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
                et seq.

              Effective
                June 24, 2003

            	
              High
                Cost Home Loan

            
	
              Maine

            	
              Truth
                in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq.

              Effective
                September 29, 1995 and as amended from time to time

            	
              High
                Rate High Fee Mortgage

            
	
              Massachusetts

            	
              Part
                40 and Part 32, 209 C.M.R. §§ 32.00 et seq.
                and 209 C.M.R. §§ 40.01 et seq.

              Effective
                March 22, 2001 and amended from time to time

            	
              High
                Cost Home Loan

            
	
              Nevada

            	
              Assembly
                Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et seq.

              Effective
                October 1, 2003

            	
              Home
                Loan

            
	
              New
                Jersey

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                et seq.

              Effective
                for loans closed on or after November 27, 2003

            	
              High
                Cost Home Loan

            
	
              New
                Mexico

            	
              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

              Effective
                as of January 1, 2004; Revised as of February 26, 2004

            	
              High
                Cost Home Loan

            
	
              New
                York

            	
              N.Y.
                Banking Law Article 6-l

              Effective
                for applications made on or after April 1, 2003

            	
              High
                Cost Home Loan

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        Standard
          & Poor’s High Cost Loan Categorization

         

      

      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending

                 Law/Effective
                  Date

              	
                Category
                  under 

                Applicable
                  Anti-

                Predatory
                  Lending Law

              


      

    

    
      	
              North
                Carolina

            	
              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                et seq.

              Effective
                July 1, 2000; amended October 1, 2003 (adding open-end lines of
                credit)

            	
              High
                Cost Home Loan

            
	
              Ohio

            	
              H.B.
                386 (codified in various sections of the Ohio Code), Ohio Rev. Code
                Ann.
                §§ 1349.25 et seq.

              Effective
                May 24, 2002

            	
              Covered
                Loan

            
	
              Rhode
                Island

            	
              Rhode
                Island Home Loan Protection Act, R.I. Gen. Laws §§ 34-25.2-1 et seq.
                Effective December 31, 2006

            	
              High
                Cost Home Loan

            
	
              Oklahoma

            	
              Consumer
                Credit Code (codified in various sections of Title 14A)

              Effective
                July 1, 2000; amended effective January 1, 2004

            	
              Subsection
                10 Mortgage

            
	
              South
                Carolina

            	
              South
                Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10
                et seq.

              Effective
                for loans taken on or after January 1, 2004

            	
              High
                Cost Home Loan

            
	
              Tennessee

            	
              Tennessee
                Home Loan Protection Act, Tenn. Code Ann. §§ 45-20-101 et seq. Effective
                January 1, 2007

            	
              High
                Cost Home Loan

            
	
              West
                Virginia 

            	
              West
                Virginia Residential Mortgage Lender, Broker and Servicer Act, W.
                Va. Code
                Ann. §§ 31-17-1 et seq.

              Effective
                June 5, 2002

            	
              West
                Virginia Mortgage Loan Act Loan

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Standard
      & Poor’s Covered Loan Categorization

     

    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending 

              Law/Effective
                Date

            	
              Category
                under 

              Applicable
                Anti-

              Predatory
                Lending Law

            
	
              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

              Effective
                October 1, 2002 - March 6, 2003

            	
              Covered
                Loan

            
	
              New
                Jersey

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                et seq.

              Effective
                November 27, 2003 - July 5, 2004

            	
              Covered
                Home Loan

            


    

     

    
      Standard
        & Poor’s Home Loan Categorization



    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending

               Law/Effective
                Date

            	
              Category
                under

              Applicable
                Anti-

              Predatory
                Lending Law

            
	
              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

              Effective
                October 1, 2002 - March 6, 2003

            	
              Home
                Loan

            
	
              New
                Jersey

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                et seq.

              Effective
                for loans closed on or after November 27, 2003

            	
              Home
                Loan

            
	
              New
                Mexico

            	
              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

              Effective
                as of January 1, 2004; Revised as of February 26, 2004

            	
              Home
                Loan

            
	
              North
                Carolina

            	
              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                et seq.

              Effective
                July 1, 2000; amended October 1, 2003 (adding open-end lines of
                credit)

            	
              Consumer
                Home Loan

            
	
              South
                Carolina

            	
              South
                Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10
                et seq.

              Effective
                for loans taken on or after January 1, 2004

            	
              Consumer
                Home Loan