Unassociated Document


     

    

      


      BEAR
        STEARNS ASSET BACKED SECURITIES I LLC,

       

      Depositor

       

       

      EMC
        MORTGAGE CORPORATION,

       

      Sponsor
        and Company

       

       

      WELLS
        FARGO BANK, NATIONAL ASSOCIATION,

       

      Master
        Servicer and Securities Administrator

       

       

      and

       

       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

       

      Trustee

       

       

      ____________________

       

      AMENDED
        AND RESTATED POOLING AND SERVICING AGREEMENT

       

      Dated
        as
        of August 24, 2006

       

      ________________________________________

       

      BEAR
        STEARNS ASSET BACKED SECURITIES I TRUST 2006-AC1

       

      ASSET-BACKED
        CERTIFICATES, SERIES 2006-AC1

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      TABLE
        OF CONTENTS

       

      


      
        	
                ARTICLE
                  I

                DEFINITIONS

                 

              
	
                Section
                  1.01

              	
                Defined
                  Terms.

              
	
                Section
                  1.02

              	
                Allocation
                  of Certain Interest Shortfalls

                 

              
	
                ARTICLE
                  II

                CONVEYANCE
                  OF TRUST FUND REPRESENTATIONS AND WARRANTIES

                 

              
	
                Section
                  2.01

              	
                Conveyance
                  of Trust Fund

              
	
                Section
                  2.02

              	
                Acceptance
                  of the Mortgage Loans.

              
	
                Section
                  2.03

              	
                Representations,
                  Warranties and Covenants of the Company, the Master Servicer and
                  the
                  Sponsor.

              
	
                Section
                  2.04

              	
                Representations
                  and Warranties of the Depositor

              
	
                Section
                  2.05

              	
                Delivery
                  of Opinion of Counsel in Connection with Substitutions and
                  Repurchases.

              
	
                Section
                  2.06

              	
                Countersignature
                  and Delivery of Certificates.

              
	
                Section
                  2.07

              	
                Purposes
                  and Powers of the Trust.

                 

              
	
                ARTICLE
                  III

                ADMINISTRATION
                  AND SERVICING OF EMC MORTGAGE LOANS BY COMPANY

                 

              
	
                Section
                  3.01

              	
                The
                  Company

              
	
                Section
                  3.02

              	
                Due-on-Sale
                  Clauses; Assumption Agreements.

              
	
                Section
                  3.03

              	
                Subservicers

              
	
                Section
                  3.04

              	
                Documents,
                  Records and Funds in Possession of Company To Be Held for
                  Trustee

              
	
                Section
                  3.05

              	
                Maintenance
                  of Hazard Insurance

              
	
                Section
                  3.06

              	
                Presentment
                  of Claims and Collection of Proceeds

              
	
                Section
                  3.07

              	
                Maintenance
                  of the Primary Mortgage Insurance Policies.

              
	
                Section
                  3.08

              	
                Fidelity
                  Bond, Errors and Omissions Insurance

              
	
                Section
                  3.09

              	
                Realization
                  Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
                  Proceeds and Realized Losses; Repurchases of Certain Mortgage
                  Loans.

              
	
                Section
                  3.10

              	
                Servicing
                  Compensation

              
	
                Section
                  3.11

              	
                REO
                  Property.

              
	
                Section
                  3.12

              	
                Liquidation
                  Reports.

              
	
                Section
                  3.13

              	
                Books
                  and Records.

                 

              
	
                ARTICLE
                  IV

                ADMINISTRATION
                  AND MASTER SERVICING OF MORTGAGE LOANS BY MASTER SERVICER

                 

              
	
                Section
                  4.01

              	
                Master
                  Servicer

              
	
                Section
                  4.02

              	
                REMIC-Related
                  Covenants

              
	
                Section
                  4.03

              	
                Monitoring
                  of Company and Servicer.

              
	
                Section
                  4.04

              	
                Fidelity
                  Bond

              
	
                Section
                  4.05

              	
                Power
                  to Act; Procedures

              
	
                Section
                  4.06

              	
                Due-on-Sale
                  Clauses; Assumption Agreements

              
	
                Section
                  4.07

              	
                Release
                  of Mortgage Files.

              
	
                Section
                  4.08

              	
                Documents,
                  Records and Funds in Possession of Master Servicer, Company and
                  Servicer
                  To Be Held for Trustee.

              
	
                Section
                  4.09

              	
                Standard
                  Hazard Insurance and Flood Insurance Policies.

              
	
                Section
                  4.10

              	
                Presentment
                  of Claims and Collection of Proceeds

              
	
                Section
                  4.11

              	
                Maintenance
                  of the Primary Mortgage Insurance Policies.

              
	
                Section
                  4.12

              	
                Trustee
                  to Retain Possession of Certain Insurance Policies and
                  Documents

              
	
                Section
                  4.13

              	
                Realization
                  Upon Defaulted Mortgage Loans

              
	
                Section
                  4.14

              	
                Compensation
                  for the Master Servicer

              
	
                Section
                  4.15

              	
                REO
                  Property.

              
	
                Section
                  4.16

              	
                Annual
                  Statement as to Compliance.

              
	
                Section
                  4.17

              	
                Assessments
                  of Compliance and Attestation Reports.

              
	
                Section
                  4.18

              	
                Reports
                  Filed with Securities and Exchange Commission.

              
	
                Section
                  4.19

              	
                Intention
                  of the Parties and Interpretation.

              
	
                Section
                  4.20

              	
                UCC

              
	
                Section
                  4.21

              	
                Optional
                  Purchase of Certain Mortgage Loans

                 

              
	
                ARTICLE
                  V

                ACCOUNTS

                 

              
	
                Section
                  5.01

              	
                Collection
                  of Mortgage Loan Payments; Protected Account.

              
	
                Section
                  5.02

              	
                Permitted
                  Withdrawals From the Protected Account.

              
	
                Section
                  5.03

              	
                Reports
                  to Master Servicer

              
	
                Section
                  5.04

              	
                Collection
                  of Taxes; Assessments and Similar Items; Escrow
                  Accounts

              
	
                Section
                  5.05

              	
                Servicer
                  Protected Accounts.

              
	
                Section
                  5.06

              	
                [Reserved].

              
	
                Section
                  5.07

              	
                [Reserved].

              
	
                Section
                  5.08

              	
                Distribution
                  Account.

              
	
                Section
                  5.09

              	
                Permitted
                  Withdrawals and Transfers from the Distribution Account.

                 

              
	
                ARTICLE
                  VI

                DISTRIBUTIONS
                  AND ADVANCES

                 

              
	
                Section
                  6.01

              	
                Advances.

              
	
                Section
                  6.02

              	
                Compensating
                  Interest Payments.

              
	
                Section
                  6.03

              	
                REMIC
                  Distributions

              
	
                Section
                  6.04

              	
                Distributions.

              
	
                Section
                  6.05

              	
                Allocation
                  of Realized Losses.

              
	
                Section
                  6.06

              	
                Monthly
                  Statements to Certificateholders.

              
	
                Section
                  6.07

              	
                REMIC
                  Designations and REMIC Distributions.

              
	
                Section
                  6.08

              	
                Net
                  WAC Reserve Fund.

              
	
                Section
                  6.09

              	
                Class
                  P Certificate Accounts

              
	
                Section
                  6.10

              	
                Policy
                  Matters.

                 

              
	
                ARTICLE
                  VII

                THE
                  CERTIFICATES

                 

              
	
                Section
                  7.01

              	
                The
                  Certificates

              
	
                Section
                  7.02

              	
                Certificate
                  Register; Registration of Transfer and Exchange of
                  Certificates.

              
	
                Section
                  7.03

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates

              
	
                Section
                  7.04

              	
                Persons
                  Deemed Owners

              
	
                Section
                  7.05

              	
                Access
                  to List of Certificateholders’ Names and Addresses

              
	
                Section
                  7.06

              	
                Book-Entry
                  Certificates

              
	
                Section
                  7.07

              	
                Notices
                  to Depository

              
	
                Section
                  7.08

              	
                Definitive
                  Certificates

              
	
                Section
                  7.09

              	
                Maintenance
                  of Office or Agency

                 

              
	
                ARTICLE
                  VIII

                THE
                  COMPANY AND THE MASTER SERVICER

                 

              
	
                Section
                  8.01

              	
                Liabilities
                  of the Depositor, the Company and the Master Servicer

              
	
                Section
                  8.02

              	
                Merger
                  or Consolidation of the Depositor, the Company or the Master
                  Servicer.

              
	
                Section
                  8.03

              	
                Indemnification
                  of the Trustee, the Master Servicer and the Securities
                  Administrator.

              
	
                Section
                  8.04

              	
                Limitations
                  on Liability of the Depositor, the Company, the Master Servicer
                  and
                  Others

              
	
                Section
                  8.05

              	
                Master
                  Servicer and Company Not to Resign

              
	
                Section
                  8.06

              	
                Successor
                  Master Servicer

              
	
                Section
                  8.07

              	
                Sale
                  and Assignment of Master Servicing

                 

              
	
                ARTICLE
                  IX

                DEFAULT;
                  TERMINATION OF MASTER SERVICER; TERMINATION OF COMPANY

                 

              
	
                Section
                  9.01

              	
                Events
                  of Default

              
	
                Section
                  9.02

              	
                Trustee
                  to Act; Appointment of Successor

              
	
                Section
                  9.03

              	
                Notification
                  to Certificateholders, the Insurer and Rating Agencies.

              
	
                Section
                  9.04

              	
                Waiver
                  of Defaults

              
	
                Section
                  9.05

              	
                Company
                  Default

              
	
                Section
                  9.06

              	
                Waiver
                  of Company Defaults

                 

              
	
                ARTICLE
                  X

                CONCERNING
                  THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

                 

              
	
                Section
                  10.01

              	
                Duties
                  of Trustee and Securities Administrator.

              
	
                Section
                  10.02

              	
                Certain
                  Matters Affecting the Trustee and the Securities
                  Administrator.

              
	
                Section
                  10.03

              	
                Trustee
                  and Securities Administrator Not Liable for Certificates or Mortgage
                  Loans

              
	
                Section
                  10.04

              	
                Trustee
                  and Securities Administrator May Own Certificates

              
	
                Section
                  10.05

              	
                Trustee’s
                  and Securities Administrator’s Fees and Expenses

              
	
                Section
                  10.06

              	
                Eligibility
                  Requirements for Trustee and Securities Administrator

              
	
                Section
                  10.07

              	
                Insurance

              
	
                Section
                  10.08

              	
                Resignation
                  and Removal of Trustee and Securities Administrator

              
	
                Section
                  10.09

              	
                Successor
                  Trustee or Securities Administrator

              
	
                Section
                  10.10

              	
                Merger
                  or Consolidation of Trustee or Securities Administrator

              
	
                Section
                  10.11

              	
                Appointment
                  of Co-Trustee or Separate Trustee

              
	
                Section
                  10.12

              	
                Tax
                  Matters

                 

              
	
                ARTICLE
                  XI

                TERMINATION

                 

              
	
                Section
                  11.01

              	
                Termination
                  upon Liquidation or Repurchase of all Mortgage Loans

              
	
                Section
                  11.02

              	
                Final
                  Distribution on the Group I Certificates and Group II
                  Certificates

              
	
                Section
                  11.03

              	
                Additional
                  Termination Requirements.

                 

              
	
                ARTICLE
                  XII

                MISCELLANEOUS
                  PROVISIONS

                 

              
	
                Section
                  12.01

              	
                Amendment

              
	
                Section
                  12.02

              	
                Recordation
                  of Agreement; Counterparts

              
	
                Section
                  12.03

              	
                Governing
                  Law.

              
	
                Section
                  12.04

              	
                Intention
                  of Parties

              
	
                Section
                  12.05

              	
                Notices.

              
	
                Section
                  12.06

              	
                Severability
                  of Provisions

              
	
                Section
                  12.07

              	
                Assignment

              
	
                Section
                  12.08

              	
                Limitation
                  on Rights of Certificateholders

              
	
                Section
                  12.09

              	
                Inspection
                  and Audit Rights

              
	
                Section
                  12.10

              	
                Certificates
                  Nonassessable and Fully Paid.

              
	
                Section
                  12.11

              	
                Certificate
                  Insurer Rights.

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Exhibits
                  

                 

              	 
	
                Exhibit
                  A-1

              	
                Form
                  of Class [A] [X] [PO] Certificates

              
	
                Exhibit
                  A-2

              	
                Form
                  of Class M Certificates

              
	
                Exhibit
                  A-3

              	
                Form
                  of Class B Certificates

              
	
                Exhibit
                  A-4

              	
                Form
                  of Class I-C Certificates

              
	
                Exhibit
                  A-5

              	
                Form
                  of Class [I-P][II-_P] Certificates

              
	
                Exhibit
                  A-6

              	
                Form
                  of Class I-R Certificates

              
	
                Exhibit
                  A-7

              	
                Form
                  of Class II-R Certificates

              
	
                Exhibit
                  B

              	
                Mortgage
                  Loan Schedule

              
	
                Exhibit
                  C

              	
                Form
                  of Transfer Affidavit

              
	
                Exhibit
                  D

              	
                Form
                  of Transferor Certificate

              
	
                Exhibit
                  E

              	
                Form
                  of Investment Letter (Non-Rule 144A)

              
	
                Exhibit
                  F

              	
                Form
                  of Rule 144A Investment Letter

              
	
                Exhibit
                  G

              	
                Form
                  of Request for Release

              
	
                Exhibit
                  H

              	
                DTC
                  Letter of Representations

              
	
                Exhibit
                  I

              	
                Schedule
                  of Mortgage Loans with Lost Notes

              
	
                Exhibit
                  J

              	
                Form
                  of Custodial Agreement

              
	
                Exhibit
                  K

              	
                Form
                  of Mortgage Loan Purchase Agreement

              
	
                Exhibit
                  L

              	
                Form
                  of Company Certification

              
	
                Exhibit
                  M

              	
                Form
                  of Policy

              
	
                Exhibit
                  N

              	
                Servicing
                  Criteria to Be Addressed in Assessment of Compliance

              
	
                Exhibit
                  O

              	
                Form
                  10-D, Form 8-K and Form 10-K Reporting Responsibility

              
	
                Exhibit
                  P

              	
                Additional
                  Disclosure Notification

              
	
                Exhibit
                  Q-1 to Q-4

              	
                Servicing
                  Agreements

              
	
                Exhibit
                  R-1 to R-4 

              	
                Assignment,
                  Assumption and Recognition Agreements

              
	
                Exhibit
                  S

              	
                Reporting
                  Data for Monthly Report

              
	
                Exhibit
                  T

              	
                Reporting
                  Data for Defaulted Loans

              
	
                Exhibit
                  U

              	
                Reporting
                  Data for Realized Losses and Gains

              
	
                Exhibit
                  V

              	
                Form
                  of Certification to be provided by the Securities Administrator
                  to the
                  Depositor 

              


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      AMENDED
        AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of August 24, 2006,
        among
        BEAR STEARNS ASSET BACKED SECURITIES I LLC, a Delaware limited liability
        company, as depositor (the “Depositor”), EMC MORTGAGE CORPORATION, a Delaware
        corporation, as seller (in such capacity, the “Sponsor”) and as company (in such
        capacity, the “Company”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
        banking association, as master servicer (in such capacity, the “Master
        Servicer”) and as securities administrator (in such capacity, the “Securities
        Administrator”) and U.S. BANK NATIONAL ASSOCIATION, a national banking
        association, as trustee (the “Trustee”).

       

      PRELIMINARY
        STATEMENT

       

      The
        Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
        in return for the Certificates.

       

      REMIC
        I

       

      As
        provided herein, the Trustee will make an election to treat the segregated
        pool
        of assets consisting of Loan Group I and certain other related assets subject
        to
        this Agreement (other than the Net WAC Reserve Fund and any Prepayment Charge
        Waiver Amounts) as a REMIC (as defined herein) for federal income tax purposes,
        and such segregated pool of assets will be designated as “REMIC I.” The Class
        I-R-1 Certificates will represent the sole class of Residual Interests in
        REMIC
        I for purposes of the REMIC Provisions (as defined herein) under federal
        income
        tax law. The following table irrevocably sets forth the designation, the
        Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal
        Balance and, for purposes of satisfying Treasury Regulation Section
        1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I
        Regular Interests (as defined herein). None of the REMIC I Regular Interests
        will be certificated.

      


      
        	
                Designation

              	
                Initial
                  Uncertificated Principal Balance

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              	
                Latest
                  Possible Maturity Date (1)

              
	
                AA

              	 	
                $
                  469,897,682.39

              	
                (2)

              	
                February
                  25, 2036

              
	
                I-A-1

              	 	
                $   
                   2,750,260.00

              	
                (2)

              	
                February
                  25, 2036

              
	
                I-A-2

              	 	
                $       
                  750,000.00

              	
                (2)

              	
                February
                  25, 2036

              
	
                I-M-1

              	 	
                $       
                  465,100.00

              	
                (2)

              	
                February
                  25, 2036

              
	
                I-M-2

              	 	
                $       
                  249,330.00

              	
                (2)

              	
                February
                  25, 2036

              
	
                I-M-3

              	 	
                $       
                  115,080.00

              	
                (2)

              	
                February
                  25, 2036

              
	
                I-B-1

              	 	
                $       
                  110,280.00

              	
                (2)

              	
                February
                  25, 2036

              
	
                I-B-2

              	 	
                $       
                  100,690.00

              	
                (2)

              	
                February
                  25, 2036

              
	
                I-B-3

              	 	
                $        
                   95,900.00

              	
                (2)

              	
                February
                  25, 2036

              
	
                I-B-4

              	 	
                $      
                   115,080.00

              	
                (2)

              	
                February
                  25, 2036

              
	
                ZZ

              	 	
                $    
                  4,838,028.62

              	
                (2)

              	
                February
                  25, 2036

              
	
                I-P

              	 	
                $              
                  100.00

              	
                0.00%

              	
                February
                  25, 2036

              


      

      ___________________

      (1) 
         For
        purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
        Distribution Date in the month following the maturity date for the Mortgage
        Loan
        in Loan Group I with the latest maturity date has been designated as the
“latest
        possible maturity date” for each of the REMIC I Regular Interests.

      (2) 
         Calculated
        in accordance with the definition of “Uncertificated REMIC I Pass-Through Rate”
herein.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      REMIC
        II

      


      As
        provided herein, the Trustee will make an election to treat the segregated
        pool
        of assets consisting of Loan Group II and certain other related assets subject
        to this Agreement (other than any Prepayment Charge Waiver Amounts) as a
        REMIC
        for federal income tax purposes, and such segregated pool of assets will
        be
        designated as “REMIC II.” The Class II-1R-1 Certificates will represent the sole
        class of Residual Interests in REMIC II for purposes of the REMIC Provisions
        under federal income tax law. The following table irrevocably sets forth
        the
        designation, the Uncertificated REMIC II Pass-Through Rate, the initial
        Uncertificated Principal Balance and, for purposes of satisfying Treasury
        Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
        each of the REMIC II Regular Interests (as defined herein). None of the REMIC
        II
        Regular Interests will be certificated.

      


      
        	
                Designation

              	
                Initial
                  Uncertificated 

                Principal
                  Balance

              	
                Uncertificated
                  

                REMIC
                  II 

                Pass-Through
                  Rate

              	
                Latest
                  Possible 

                Maturity
                  Date(1)

              


      

      
        	
                I-PO

              	 	
                $  
                    1,709,146.31

              	
                0.000%

              	
                December
                  25, 2035

              
	
                1-Sub
                  

              	 	
                $    
                         6,305.92

              	
                5.500%

              	
                December
                  25, 2035

              
	
                1-ZZZ

              	 	
                $ 
                   97,565,619.07

              	
                5.500%

              	
                December
                  25, 2035

              
	
                II-PO

              	 	
                $  
                    4,460,569.65

              	
                0.000%

              	
                December
                  25, 2035

              
	
                2-Sub
                  

              	 	
                $     
                      14,301.05

              	
                6.000%

              	
                December
                  25, 2035

              
	
                2-ZZZ

              	 	
                $
                  220,704,753.72

              	
                6.000%

              	
                December
                  25, 2035

              
	
                II-1R-2

              	 	
                $               
                   50.00

              	
                0.000%

              	
                December
                  25, 2035

              
	
                I-X

              	 	
                (2)

              	
                (3)

              	
                December
                  25, 2035

              
	
                II-X

              	 	
                (2)

              	
                (3)

              	
                December
                  25, 2035

              
	
                I-P

              	 	
                $              
                  100.00

              	
                0.000%

              	
                December
                  25, 2035

              
	
                II-P

              	 	
                $             
                   100.00

              	
                0.000%

              	
                December
                  25, 2035

              


      

      ___________________

      (1) 
         For
        purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
        Distribution Date in the month following the maturity date for the Mortgage
        Loan
        in Loan Group II with the latest maturity date has been designated as the
        “latest possible maturity date” for each of the REMIC II Regular
        Interests.

      (2) 
         REMIC
        II
        Regular Interest I-X and REMIC II Regular Interest II-X will not have
        Uncertificated Principal Balances but will accrue interest on their respective
        uncertificated notional amounts calculated in accordance with the related
        definition of “Uncertificated Notional Amount” herein.

      (3) 
         Calculated
        in accordance with the definition of “Uncertificated REMIC II Pass-Through Rate”
herein.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      REMIC
        III

       

      As
        provided herein, the Trustee will make an election to treat the segregated
        pool
        of assets consisting of the REMIC I Regular Interests and REMIC II Regular
        Interests as a REMIC for federal income tax purposes, and such segregated
        pool
        of assets will be designated as “REMIC III.” The Class
        II-1R-2
        Certificates will represent the sole class of Residual Interests in REMIC
        III
        for purposes of the REMIC Provisions.

       

      The
        following table irrevocably sets forth the Class designation, Pass-Through
        Rate,
        Initial Certificate Principal Balance and, for purposes of satisfying Treasury
        Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
        each Class of Certificates that represents one or more of the Regular Interests
        in REMIC III created hereunder and the Class I-R-1, Class II-1R-1 and Class
        II-1R-2 Certificates.

       

      


      
        	
                Class
                  Designation

              	
                Initial
                  Certificate

                Principal
                  Balance

              	
                Pass-Through
                  Rate

              	
                Latest
                  Possible Maturity Date(1)

              
	
                Class
                  I-A-1

              	 	
                $ 275,026,000.00

              	
                Class
                  I-A-1 Pass-Through Rate

              	
                February
                  25, 2036

              
	
                Class
                  I-A-2

              	 	
                $ 
                   75,000,000.00

              	
                Class
                  I-A-2 Pass-Through Rate

              	
                February
                  25, 2036

              
	
                Class
                  I-M-1

              	 	
                $ 
                   46,510,000.00

              	
                Class
                  I-M-1 Pass-Through
                  Rate

              	
                February
                  25, 2036

              
	
                Class
                  I-M-2

              	 	
                $ 
                   24,933,000.00

              	
                Class
                  I-M-2 Pass-Through Rate

              	
                February
                  25, 2036

              
	
                Class
                  I-M-3

              	 	
                $ 
                   11,508,000.00

              	
                Class
                  I-M-3 Pass-Through Rate

              	
                February
                  25, 2036

              
	
                Class
                  I-B-1

              	 	
                $ 
                   11,028,000.00

              	
                Class
                  I-B-1 Pass -Through Rate

              	
                February
                  25, 2036

              
	
                Class
                  I-B-2

              	 	
                $  
                  10,069,000.00

              	
                Class
                  I-B-2 Pass-Through Rate

              	
                February
                  25, 2036

              
	
                Class
                  I-B-3

              	 	
                $  
                   9,590,000.00

              	
                Class
                  I-B-3 Pass-Through Rate

              	
                February
                  25, 2036

              
	
                Class
                  I-B-4

              	 	
                $  
                  11,508,000.00

              	
                Class
                  I-B-4 Pass-Through Rate

              	
                February
                  25, 2036

              
	
                Class
                  I-C

              	 	
                $ 4,315,431.01(2)

              	
                Class
                  I-C Pass-Through Rate

              	
                February
                  25, 2036

              
	
                Class
                  I-P

              	 	
                $              
                  100.00

              	
                N/A(3)

              	
                February
                  25, 2036

              
	
                Class
                  I-R-1

              	 	
                N/A

              	
                N/A(3)

              	
                February
                  25, 2036

              
	
                Class
                  II-1A-1

              	 	
                $ 
                  87,716,000.00

              	
                Class
                  II-1A-1 Pass-Through Rate

              	
                December
                  25, 2035

              
	
                Class
                  II-1A-2

              	 	
                $   
                  3,550,000.00

              	
                Class
                  II-1A-2 Pass-Through Rate

              	
                December
                  25, 2035

              
	
                Class
                  II-1X

              	 	
                (4)

              	
                Class
                  II-1X Pass-Through Rate

              	
                December
                  25, 2035

              
	
                Class
                  II-1PO

              	 	
                $  
                   1,709,146.31

              	
                Class
                  II-1PO Pass-Through Rate

              	
                December
                  25, 2035

              
	
                Class
                  II-1R-1

              	 	
                $ 
                              
                   50.00

              	
                N/A(3)

              	
                December
                  25, 2035

              
	
                Class
                  II-1R-2

              	 	
                $ 
                              
                   50.00

              	
                N/A(3)

              	
                December
                  25, 2035

              
	
                Class
                  II-2A-1

              	 	
                $ 202,218,000.00

              	
                Class
                  II-2A-1 Pass-Through Rate

              	
                December
                  25, 2035

              
	
                Class
                  II-2A-2

              	 	
                $      
                  4,200,000.00

              	
                Class
                  II-2A-2 Pass-Through Rate

              	
                December
                  25, 2035

              
	
                Class
                  II-2X

              	 	
                (4)

              	
                Class
                  II-2X Pass-Through Rate

              	
                December
                  25, 2035

              
	
                Class
                  II-2PO

              	 	
                $    
                  4,460,569.65

              	
                Class
                  II-2PO Pass-Through Rate

              	
                December
                  25, 2035

              
	
                Class
                  II-B-1

              	 	
                $   7,300,000.00

              	
                Class
                  II-B Pass-Through Rate

              	
                December
                  25, 2035

              
	
                Class
                  II-B-2

              	 	
                $ 
                   4,705,000.00

              	
                Class
                  II-B Pass-Through Rate

              	
                December
                  25, 2035

              
	
                Class
                  II-B-3

              	 	
                $  
                  3,083,000.00

              	
                Class
                  II-B Pass-Through Rate

              	
                December
                  25, 2035

              
	
                Class
                  II-B-4

              	 	
                $ 
                   2,595,000.00

              	
                Class
                  II-B Pass-Through Rate

              	
                December
                  25, 2035

              
	
                Class
                  II-B-5

              	 	
                $ 
                   1,622,000.00

              	
                Class
                  II-B Pass-Through Rate

              	
                December
                  25, 2035

              
	
                Class
                  II-B-6 

              	 	
                $  
                  1,301,979.76

              	
                Class
                  II-B Pass-Through Rate

              	
                December
                  25, 2035

              
	
                Class
                  II-1P

              	 	
                $            
                  100.00

              	
                N/A(3)

              	
                December
                  25, 2035

              
	
                Class
                  II-2P

              	 	
                $             
                  100.00

              	
                N/A(3)

              	
                December
                  25, 2035

              


      

      


      ___________________

      
        	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date in the month following the maturity date for
                  the
                  Mortgage Loan in Loan Group I with the latest maturity date has
                  been
                  designated as the “latest possible maturity date” for each of the Group I
                  Certificates that represents one or more Regular Interests in REMIC
                  III,
                  and the Distribution Date in the month following the maturity date
                  for the
                  Mortgage Loan in Loan Group II with the latest maturity date has
                  been
                  designated as the “latest possible maturity date” for each of the Group II
                  Certificates that represents one or more of the Regular Interests
                  in REMIC
                  III.

                 

              


      

      
        	
                (2)

              	
                The
                  Class I-C Certificate will not accrue interest on its Certificate
                  Principal Balance, but will accrue interest at the related Pass-Through
                  Rate on its Notional Amount, which shall equal the aggregate of
                  the
                  Uncertificated Principal Balances of the REMIC I Regular Interests
                  other
                  than REMIC I Regular Interest I-P.

                 

              


      

      
        	
                (3)

              	
                The
                  Class I-P, Class I-R-1, Class II-1PO, Class II-2PO, Class II-1P,
                  Class
                  II-2P, Class II-1R-1 and Class II-1R-2 Certificates are not entitled
                  to
                  distributions in respect of interest.

                 

              


      

      
        	
                (4)

              	
                The
                  Class II-1X Certificates do not have an initial Certificate Principal
                  Balance. The Class II-1X Certificates have an initial Notional
                  Amount
                  equal to $99,281,071.30 and for any subsequent Distribution Date,
                  the
                  Class II-1X Certificates will have a Notional Amount equal to the
                  aggregate Stated Principal Balance of the Mortgage Loans in Loan
                  Group
                  II-1. For federal income tax purposes, the Class II-1X Certificates
                  will
                  have a Notional Amount equal to the Uncertificated Notional Amount
                  of
                  REMIC II Regular Interest I-X. The Class II-2X Certificates do
                  not have an
                  initial Certificate Principal Balance. The Class II-2X Certificates
                  have
                  an initial Notional Amount equal to $225,179,624.42 and for any
                  subsequent
                  Distribution Date, the Class II-2X Certificates will have a Notional
                  Amount equal to the aggregate Stated Principal Balance of the Mortgage
                  Loans in Loan Group II-2. For federal income tax purposes, the
                  Class II-2X
                  Certificates will have a Notional Amount equal to the Uncertificated
                  Notional Amount of REMIC II Regular Interest
                  II-X.

              


      

      


       

      The
        Trust
        Fund shall be named, and may be referred to as, the “Bear Stearns Asset Backed
        Securities I Trust 2006-AC1.” The Certificates issued hereunder may be referred
        to as “Asset-Backed Certificates Series 2006-AC1” (including for purposes of any
        endorsement or assignment of a Mortgage Note or Mortgage).

       

      In
        consideration of the mutual agreements herein contained, the Depositor, the
        Master Servicer, the Securities Administrator, the Sponsor, the Company and
        the
        Trustee agree as follows:

       

       

      
 

      ARTICLE
        I

       

      DEFINITIONS

       

      Section
        1.01  Defined
        Terms. 

       

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

       

      Accepted
        Master Servicing Practices:
        With
        respect to any Mortgage Loan, those customary mortgage servicing practices
        of
        prudent mortgage servicing institutions that master service mortgage loans
        of
        the same type and quality as such Mortgage Loan in the jurisdiction where
        the
        related Mortgaged Property is located, to the extent applicable to the Trustee
        or the Master Servicer (except in its capacity as successor to the Company
        or
        the related Servicer).

       

      Accepted
        Servicing Practices:
        With
        respect to each EMC Mortgage Loan, those mortgage servicing practices (including
        collection procedures) that are in accordance with all applicable statutes,
        regulations and prudent mortgage banking practices for similar mortgage
        loans.

       

      Account:
        The
        Distribution Account, the Net WAC Reserve Fund, the Policy Payments Account
        and
        any Protected Account.

       

      Accrued
        Certificate Interest:
        With
        respect to any Group II-1 Certificate or Group II-2 Certificate
        (other
        than the Class II-1PO, Class II-2PO, Class II-1P, Class II-2P, Class II-1R-1
        and
        Class II-1R-2 Certificates)
        for any
        Distribution Date, means an amount equal to the interest accrued during the
        related Interest Accrual Period at the applicable Pass-Through Rate on the
        Certificate Principal Balance or Notional Amount of such Certificate immediately
        prior to such Distribution Date less (i) in the case of a Group II-1 Senior
        Certificate or Group II-2 Senior Certificate (other than the Class II-1PO
        Certificates and Class II-2PO Certificates), such Certificate’s share of any Net
        Interest Shortfalls from the related Mortgage Loans and, after the Cross-Over
        Date, the interest portion of any Realized Losses on the related Mortgage
        Loans
        and (ii) in the case of a Group II Subordinate Certificate, such Certificate’s
        share of any Net Interest Shortfalls and the interest portion of any Realized
        Losses on the related Mortgage Loans. Such Net Interest Shortfalls will be
        allocated among the Group II-1 Certificates and Group II-2 Certificates (other
        than the Class II-1PO, Class II-2PO, Class II-1P, Class II-2P, Class II-1R-1
        and
        Class II-1R-2 Certificates) in proportion to the amount of Accrued Certificate
        Interest that would have been allocated thereto in the absence of such
        shortfalls. Accrued Certificate Interest with respect to the Class II-1A,
        Class
        II-2A, Class II-X and Class II-B Certificates will be based on a 360-day
        year
        that consists of twelve 30-day months. No Accrued Certificate Interest will
        be
        payable with respect to any Class of Group II Certificates after the
        Distribution Date on which the outstanding Certificate Principal Balance
        of such
        Certificate has been reduced to zero. The Class II-1PO, Class II-2PO, Class
        II-1P, Class II-2P, Class II-1R-1 and Class II-1R-2 Certificates are not
        entitled to Accrued Certificate Interest.

       

      Additional
        Disclosure:
        As
        defined in Section 4.18. 

       

      Additional
        Form 10-D Disclosure:
        As
        defined in Section 4.18. 

       

      Additional
        Form 10-K Disclosure:
        As
        defined in Section 4.18. 

       

      Advance:
        An
        advance of delinquent payments of principal or interest in respect of a Mortgage
        Loan required to be made by the Company as provided in Section 6.01(a) hereof,
        by the related Servicer in accordance with the related Servicing Agreement
        or by
        the Master Servicer as provided in Section 6.01(b) hereof.

       

      Agreement:
        This
        Pooling and Servicing Agreement and any and all amendments or supplements
        hereto
        made in accordance with the terms herein.

       

      Allocable
        Share:
        With
        respect to any Class of Group II Subordinate Certificates on any Distribution
        Date will generally equal such Class’s pro rata share (based on the Certificate
        Principal Balance of each Class entitled thereto) of the sum of each of the
        components of the definition of Subordinate Optimal Principal Amount; provided,
        that, except as described in the second succeeding sentence, no Class of
        Group
        II Subordinate Certificates (other than the Class of Group II Subordinate
        Certificates outstanding with the lowest numerical designation) shall be
        entitled on any Distribution Date to receive distributions pursuant to clauses
        (ii), (iii) and (v) of the definition of Subordinate Optimal Principal Amount
        unless the Class Prepayment Distribution Trigger for the related Class is
        satisfied for such Distribution Date. The “Class Prepayment Distribution
        Trigger” for a Class of Group II Subordinate Certificates for any Distribution
        Date is satisfied if the fraction (expressed as a percentage), the numerator
        of
        which is the aggregate Certificate Principal Balance of such Class and each
        Class subordinated thereto, if any, and the denominator of which is the
        aggregate Stated Principal Balance of all of the Mortgage Loans in Loan Group
        II-1 and Loan Group II-2 as of the related Due Date, equals or exceeds such
        percentage calculated as of the Closing Date. If on any Distribution Date
        the
        Certificate Principal Balance of any Class of Group II Subordinate Certificates
        for which the related Class Prepayment Distribution Trigger was satisfied
        on
        such Distribution Date is reduced to zero, any amounts distributable to such
        Class pursuant to clauses (ii), (iii) and (v) of the definitions of Subordinate
        Optimal Principal Amount, to the extent of such Class’s remaining Allocable
        Share, shall be distributed to the remaining Classes of Group II Subordinate
        Certificates in reduction of their respective Certificate Principal Balances,
        sequentially, in the order of their numerical class designations. If the
        Class
        Prepayment Distribution Trigger is not satisfied for any Class of Group II
        Subordinate Certificates on any Distribution Date, this may have the effect
        of
        accelerating the amortization of more senior Classes of Group II Subordinate
        Certificates.

       

      Amount
        Held for Future Distribution:
        As to
        any Distribution Date, the aggregate amount held in the Company’s or the related
        Servicer’s Protected Accounts at the close of business on the immediately
        preceding Determination Date on account of (i) all Scheduled Payments or
        portions thereof received in respect of the Mortgage Loans due after the
        related
        Due Period and (ii) Principal Prepayments, Liquidation Proceeds and Insurance
        Proceeds received in respect of such Mortgage Loans after the last day of
        the
        related Prepayment Period.

       

      Annual
        Statement of Compliance:
        As
        defined in Section 4.16.

       

      Applied
        Realized Loss Amount:
        With
        respect to any Class of Group I Subordinate Certificates and as to any
        Distribution Date, the Realized Losses with respect to the Mortgage Loans
        in
        Loan Group I which have been applied in reduction of the Certificate Principal
        Balance of that Class of Certificates pursuant to Section 6.05 of this
        Agreement, which have not previously been reimbursed reduced by any Subsequent
        Recoveries applied to such Applied Realized Loss Amount.

       

      Appraised
        Value:
        With
        respect to any Mortgage Loan originated in connection with a refinancing,
        the
        appraised value of the Mortgaged Property based upon the appraisal made at
        the
        time of such refinancing or, with respect to any other Mortgage Loan, the
        lesser
        of (x) the appraised value of the Mortgaged Property based upon the appraisal
        made by a fee appraiser at the time of the origination of the related Mortgage
        Loan, and (y) the sales price of the Mortgaged Property at the time of such
        origination.

       

      Assignment
        Agreement:
        Shall
        mean any of the GreenPoint Assignment Agreement, the Harbourside Assignment
        Agreement, the HSBC Assignment Agreement, the PHH Assignment Agreement, Union
        Federal Assignment Agreement or the Wells Fargo Assignment
        Agreement.

       

      Assessment
        of Compliance:
        As
        defined in Section 4.17.

       

      Attesting
        Party:
        As
        defined in Section 4.17.

       

      Attestation
        Report:
        As
        defined in Section 4.17.

       

      Avoided
        Payment:
        As
        defined in the Policy.

       

      Bankruptcy
        Code:
        Title
        11 of the United States Code.

       

      Bishop’s
        Gate:
        Bishop’s Gate Residential Mortgage Trust, and any successor
        thereto.

       

      Book-Entry
        Certificates:
        Any of
        the Certificates that shall be registered in the name of the Depository or
        its
        nominee, the ownership of which is reflected on the books of the Depository
        or
        on the books of a person maintaining an account with the Depository (directly,
        as a “Depository Participant”, or indirectly, as an indirect participant in
        accordance with the rules of the Depository and as described in Section 7.06).
        As of the Closing Date, each Class of Offered Certificates constitutes a
        Class
        of Book-Entry Certificates.

       

      Business
        Day:
        Any day
        other than (i) a Saturday or a Sunday, or (ii) a day on which banking
        institutions in The City of New York, New York, Minneapolis, Minnesota,
        Columbia, Maryland or the city in which the Corporate Trust Office of the
        Trustee or the principal office of the Company or the Master Servicer is
        located
        are authorized or obligated by law or executive order to be closed.

       

      Certificate:
        Any one
        of the certificates of any Class executed and authenticated by the Securities
        Administrator in substantially the forms attached hereto as Exhibits A-1
        through
        A-7.

       

      Certificate
        Insurer:
        Financial Guaranty Insurance Company.

       

      Certificateholder
        or Holder:
        The
        person in whose name a Certificate is registered in the Certificate Register
        (initially, Cede & Co., as nominee for the Depository, in the case of any
        Book-Entry Certificates).

       

      Certificate
        Owner:
        With
        respect to a Book-Entry Certificate, the Person that is the beneficial owner
        of
        such Book-Entry Certificate.

       

      Certificate
        Principal Balance:
        With
        respect to any Class of Certificates (other than the Class I-C, Class I-R-1,
        Class II-1X and Class II-2X Certificates) and any Distribution Date, is the
        original Certificate Principal Balance of such Class, less the sum of (i)
        all
        amounts in respect of principal distributed to such Class on previous
        Distribution Dates and (ii) any Applied Realized Loss Amounts allocated to
        such
        Class on previous Distribution Dates; provided that, the Certificate Principal
        Balance of any Class of Certificates with the highest payment priority to
        which
        Realized Losses have been allocated shall be increased by the amount of any
        Subsequent Recoveries on the related Mortgage Loans received by the Master
        Servicer, but not by more than the amount of Realized Losses previously
        allocated to reduce the Certificate Principal Balance of that Certificate
        and,
        in the case of Loan Group I, not previously reimbursed to such Certificate
        as an
        Applied Realized Loss Amount. As to the Class I-C Certificates and as of
        any
        Distribution Date, an amount equal to the excess, if any, of (A) the then
        aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I
        over
        (B) the then aggregate Certificate Principal Balance of the Class I-A, Class
        I-M
        and Class I-B Certificates then outstanding.

       

      Certificate
        Register:
        The
        register maintained pursuant to Section 7.02 hereof.

       

      Class:
        All
        Certificates bearing the same Class designation as set forth in Section 7.01
        hereof.

       

      Class
        A Certificate:
        Any of
        the Class I-A-1, Class I-A-2, Class II-1A-1, Class II-1A-2, Class II-2A-1
        and
        Class II-2A-2 Certificates.

       

      Class
        B Certificates:
        Any of
        the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class II-B-1, Class
        II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6
        Certificates.

       

      Class
        M Certificate:
        Any of
        the Class I-M-1, Class I-M-2 and Class I-M-3 Certificates.

       

      Class
        P Certificate:
        Any of
        the Class I-P, Class II-1P and Class II-2P Certificates.

       

      Class
        P Certificate Account:
        Each
        account established and maintained by the Securities Administrator pursuant
        to
        Section 6.09 hereof.

       

      Class
        R Certificate:
        Any of
        the Class I-R-1, Class II-1R-1 and Class II-1R-2 Certificates.

       

      Class
        I-A Certificates:
        Any of
        the Class I-A-1 Certificates and Class I-A-2 Certificates.

       

      Class
        I-A-1 Certificate:
        Any
        Certificate designated as a “Class I-A-1 Certificate” on the face thereof, in
        the form of Exhibit A-1 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class I-A-1 Certificates as set
        forth
        herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right
        to
        receive Net WAC Rate Carryover Amounts.

      


      Class
        I-A-1 Pass-Through Rate:
        With
        regard to any Distribution Date which occurs on or prior to the Group I 20%
        Clean-up Call Date, a fixed rate equal to 5.75% per annum, subject to a cap
        equal to the related Interest Rate Cap for such Distribution Date, and with
        regard to any Distribution Date which occurs after the Group I 20% Clean-up
        Call
        Date, a fixed rate equal to 6.25% per annum, subject to a cap equal to the
        related Interest Rate Cap for such Distribution Date.

       

      Class
        I-A-2 Certificate:
        Any
        Certificate designated as a “Class I-A-2 Certificate” on the face thereof, in
        the form of Exhibit A-1 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class I-A-2 Certificates as set
        forth
        herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right
        to
        receive Net WAC Rate Carryover Amounts.

       

      Class
        I-A-2 Pass-Through Rate:
        With
        regard to any Distribution Date which occurs on or prior to the Group I 20%
        Clean-up Call Date, a fixed rate equal to 5.75% per annum, subject to a cap
        equal to the related Interest Rate Cap for such Distribution Date, and with
        regard to any Distribution Date which occurs after the Group I 20% Clean-up
        Call
        Date, a fixed rate equal to 6.25% per annum, subject to a cap equal to the
        related Interest Rate Cap for such Distribution Date.

       

      Class
        I-B Certificates:
        Any of
        the Class I-B-1, Class I-B-2, Class I-B-3 and Class I-B-4
        Certificates.

       

      Class
        I-B-1 Certificate:
        Any
        Certificate designated as a “Class I-B-1 Certificate” on the face thereof, in
        the form of Exhibit A-3 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class I-B-1 Certificates as set
        forth
        herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right
        to
        receive Net WAC Rate Carryover Amounts.

      


      Class
        I-B-1 Pass-Through Rate:
        Shall
        mean (i) on any Distribution Date which occurs on or prior to the Group I
        20%
        Clean-up Call Date, One-Month LIBOR plus 1.350%
        per
        annum and (ii) for each Distribution Date thereafter, One-Month LIBOR plus
        2.025% per annum, in each case subject to a cap equal to the related Interest
        Rate Cap for such Distribution Date.

       

      Class
        I-B-2 Certificate:
        Any
        Certificate designated as a “Class I-B-2 Certificate” on the face thereof, in
        the form of Exhibit A-3 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class I-B-2 Certificates as set
        forth
        herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right
        to
        receive Net WAC Rate Carryover Amounts.

       

      Class
        I-B-2 Pass-Through Rate:
        Shall
        mean (i) on any Distribution Date which occurs on or prior to the Group I
        20%
        Clean-up Call Date, One-Month LIBOR plus 1.550% per annum and (ii) for each
        Distribution Date thereafter, One-Month LIBOR plus 2.325% per annum, in each
        case subject to a cap equal to the related Interest Rate Cap for such
        Distribution Date.

       

      Class
        I-B-3 Certificate:
        Any
        Certificate designated as a “Class I-B-3 Certificate” on the face thereof, in
        the form of Exhibit A-3 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class I-B-3 Certificates as set
        forth
        herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right
        to
        receive Net WAC Rate Carryover Amounts.

       

      Class
        I-B-3 Pass-Through Rate:
        Shall
        mean (i) on any Distribution Date which occurs on or prior to the Group I
        20%
        Clean-up Call Date, One-Month LIBOR plus 2.650% per annum and (ii) for each
        Distribution Date thereafter, One-Month LIBOR plus 3.975% per annum, in each
        case subject to a cap equal to the related Interest Rate Cap for such
        Distribution Date. 

       

      Class
        I-B-4 Certificate:
        Any
        Certificate designated as a “Class I-B-4 Certificate” on the face thereof, in
        the form of Exhibit A-3 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class I-B-4 Certificates as set
        forth
        herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right
        to
        receive Net WAC Rate Carryover Amounts.

       

      Class
        I-B-4 Pass-Through Rate:
        Shall
        mean (i) on any Distribution Date which occurs on or prior to the Group I
        20%
        Clean-up Call Date, One-Month LIBOR plus 3.000% per annum and (ii) for each
        Distribution Date thereafter, One-Month LIBOR plus 4.500% per annum, in each
        case subject to a cap equal to the related Interest Rate Cap for such
        Distribution Date.

       

      Class
        I-C Certificate:
        Any
        Certificate designated as a “Class I-C Certificate” on the face thereof, in the
        form of Exhibit A-4 hereto, representing the right to its Percentage Interest
        of
        distributions provided for the Class I-C Certificates herein and evidencing
        (i)
        a Regular Interest in REMIC III and (ii) the obligation to pay Net WAC Rate
        Carryover Amounts.

       

      Class
        I-C Distribution Amount:
        With
        respect to any Distribution Date, the sum of (i) the related Monthly Interest
        Distributable Amount for the Class I-C Certificates for such Distribution
        Date,
        (ii) any Group I Overcollateralization Release Amount for such Distribution
        Date
        and (iii) without duplication, any Subsequent Recoveries for Loan Group I
        not
        distributed to the Group I Offered Certificates on such Distribution Date;
        provided, however, that on and after the Distribution Date on which the
        Certificate Principal Balances of the Class I-A, Class I-M and Class I-B
        Certificates have been reduced to zero, the Class I-C Distribution Amount
        shall
        include the Group I Overcollateralized Amount. 

       

      Class
        I-C Pass-Through Rate:
        On any
        Distribution Date, shall mean a rate per annum equal to the percentage
        equivalent of a fraction, the numerator of which is the (x) sum of the amount
        determined for each REMIC I Regular Interest (other than REMIC I Regular
        Interest I-P) equal to the product of (a) the excess, if any, of the
        Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular Interest
        over
        the REMIC I Marker Rate and (b) a notional amount equal to the Uncertificated
        Principal Balance of such REMIC I Regular Interest, and the denominator of
        which
        is (y) the aggregate Uncertificated Principal Balance of such REMIC I Regular
        Interests.

       

      Class
        I-M Certificates:
        Any of
        the Class I-M-1, Class I-M-2 and Class I-M-3 Certificates.

       

      Class
        I-M-1 Certificate:
        Any
        Certificate designated as a “Class I-M-1 Certificate” on the face thereof, in
        the form of Exhibit A-2 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class I-M-1 Certificates as set
        forth
        herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right
        to
        receive Net WAC Rate Carryover Amounts.

       

      Class
        I-M-1 Pass-Through Rate:
        Shall
        mean (i) on any Distribution Date which occurs on or prior to the Group I
        20%
        Clean-up Call Date, One-Month LIBOR plus 0.450% per annum and (ii) for each
        Distribution Date thereafter, One-Month LIBOR plus 0.675% per annum, in each
        case subject to a cap equal to the related Interest Rate Cap for such
        Distribution Date.

       

      Class
        I-M-2 Certificate:
        Any
        Certificate designated as a “Class I-M-2 Certificate” on the face thereof, in
        the form of Exhibit A-2 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class I-M-2 Certificates as set
        forth
        herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right
        to
        receive Net WAC Rate Carryover Amounts.

       

      Class
        I-M-2 Pass-Through Rate:
        Shall
        mean (i) on any Distribution Date which occurs on or prior to the Group I
        20%
        Clean-up Call Date, One-Month LIBOR plus 0.630% per annum and (ii) for each
        Distribution Date thereafter, One-Month LIBOR plus 0.945% per annum, in each
        case subject to a cap equal to the related Interest Rate Cap for such
        Distribution Date.

       

      Class
        I-M-3 Certificate:
        Any
        Certificate designated as a “Class I-M-3 Certificate” on the face thereof, in
        the form of Exhibit A-2 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class I-M-3 Certificates as set
        forth
        herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right
        to
        receive Net WAC Rate Carryover Amounts.

       

      Class
        I-M-3 Pass-Through Rate:
        Shall
        mean (i) on any Distribution Date which occurs on or prior to the Group I
        20%
        Clean-up Call Date, One-Month LIBOR plus 0.720% per annum and (ii) for each
        Distribution Date thereafter, One-Month LIBOR plus 1.080% per annum, in each
        case subject to a cap equal to the related Interest Rate Cap for such
        Distribution Date.

       

      Class
        I-P Certificate:
        Any
        Certificate designated as a “Class I-P Certificate” on the face thereof, in the
        form of Exhibit A-5 hereto, representing the right to its Percentage Interest
        of
        distributions provided for the Class I-P Certificates as set forth herein
        and
        evidencing a Regular Interest in REMIC III and (ii) the right to receive
        any
        Prepayment Charge Waiver Amounts related to Loan Group I.

       

      Class
        I-R-1 Certificate:
        Any
        Certificate designated as a “Class I-R-1 Certificate” on the face thereof, in
        the form set forth in Exhibit A-6 hereto, evidencing the Residual Interest
        in
        REMIC I and representing the right to the Percentage Interest of distributions
        provided for the Class I-R-1 Certificates as set forth herein.

       

      Class
        II-1A Certificate:
        Any of
        the Class II-1A-1 Certificates and Class II-1A-2 Certificates.

       

      Class
        II-1A-1 Certificate:
        Any
        Certificate designated as a “Class II-1A-1 Certificate” on the face thereof, in
        the form of Exhibit A-1 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class II-1A-1 Certificates as
        set
        forth herein and evidencing a Regular Interest in REMIC III.

       

      Class
        II-1A-1 Pass-Through Rate:
        With
        regard to any Distribution Date, a fixed rate equal to 5.50% per
        annum.

       

      Class
        II-1A-2 Certificate:
        Any
        Certificate designated as a “Class II-1A-2 Certificate” on the face thereof, in
        the form of Exhibit A-1 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class II-1A-2 Certificates as
        set
        forth herein and evidencing a Regular Interest in REMIC III.

       

      Class
        II-1A-2 Pass-Through Rate:
        With
        regard to any Distribution Date, a fixed rate equal to 5.50% per
        annum.

       

      Class
        II-2A Certificate:
        Any of
        the Class II-2A-1 Certificates and Class II-2A-2 Certificates.

       

      Class
        II-2A-1 Certificate:
        Any
        Certificate designated as a “Class II-2A-1 Certificate” on the face thereof, in
        the form of Exhibit A-1 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class II-2A-1 Certificates as
        set
        forth herein and evidencing a Regular Interest in REMIC III.

       

      Class
        II-2A-1 Pass-Through Rate:
        With
        regard to any Distribution Date, a fixed rate equal to 6.00% per
        annum.

       

      Class
        II-2A-2 Certificate:
        Any
        Certificate designated as a “Class II-2A-2 Certificate” on the face thereof, in
        the form of Exhibit A-1 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class II-2A-2 Certificates as
        set
        forth herein and evidencing a Regular Interest in REMIC III.

       

      Class
        II-2A-2 Pass-Through Rate:
        With
        regard to any Distribution Date, a fixed rate equal to 6.00% per
        annum.

       

      Class
        II-B Certificate:
        Any of
        the Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5,
        and
        Class II-B-6 Certificates.

       

      Class
        II-B Pass-Through Rate:
        With
        regard to any Distribution Date, the weighted average of (i) 5.50% per annum
        and
        (ii) 6.00% per annum, weighted in proportion to the results of subtracting
        from
        the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
        II-1
        and Loan Group II-2 (other than the portion of the Mortgage Loans attributable
        to the related Class II-PO Certificates), respectively, the aggregate
        Certificate Principal Balance of the related Class or Classes of Group II
        Senior
        Certificates, other than the related Class II-PO Certificates.

       

      Class
        II-B-1 Certificate:
        Any
        Certificate designated as a “Class II-B-1 Certificate” on the face thereof, in
        the form of Exhibit A-3 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class II-B-1 Certificates as set
        forth herein and evidencing a Regular Interest in REMIC III.

       

      Class
        II-B-2 Certificate:
        Any
        Certificate designated as a “Class II-B-2 Certificate” on the face thereof, in
        the form of Exhibit A-3 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class II-B-2 Certificates as set
        forth herein and evidencing a Regular Interest in REMIC III.

       

      Class
        II-B-3 Certificate:
        Any
        Certificate designated as a “Class II-B-3 Certificate” on the face thereof, in
        the form of Exhibit A-3 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class II-B-3 Certificates as set
        forth herein and evidencing a Regular Interest in REMIC III.

       

      Class
        II-B-4 Certificate:
        Any
        Certificate designated as a “Class II-B-4 Certificate” on the face thereof, in
        the form of Exhibit A-3 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class II-B-4 Certificates as set
        forth herein and evidencing a Regular Interest in REMIC III.

       

      Class
        II-B-5 Certificate:
        Any
        Certificate designated as a “Class II-B-5 Certificate” on the face thereof, in
        the form of Exhibit A-3 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class II-B-5 Certificates as set
        forth herein and evidencing a Regular Interest in REMIC III.

       

      Class
        II-B-6 Certificate:
        Any
        Certificate designated as a “Class II-B-6 Certificate” on the face thereof, in
        the form of Exhibit A-3 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class II-B-6 Certificates as set
        forth herein and evidencing a Regular Interest in REMIC III.

       

      Class
        II-P Certificates:
        The
        Class II-1P Certificates and Class II-2P Certificates.

       

      Class
        II-1P Certificate:
        Any
        Certificate designated as a “Class II-1P Certificate” on the face thereof, in
        the form of Exhibit A-5 hereto, representing the right to its Percentage
        Interest of distributions provided for the Class II-2P Certificates as set
        forth
        herein and evidencing a Regular Interest in REMIC III and (ii) the right
        to
        receive any Prepayment Charge Waiver Amounts related to Loan Group
        II-1.

       

      Class
        II-2P Certificate:
        Any
        Certificate designated as a “Class II-2P Certificate” on the face thereof, in
        the form of Exhibit A-5 hereto, representing the right to its Percentage
        Interest of distributions provided for the Class II-2P Certificates as set
        forth
        herein and evidencing a Regular Interest in REMIC III and (ii) the right
        to
        receive any Prepayment Charge Waiver Amounts related to Loan Group
        II-2.

       

      Class
        II-PO Certificates:
        The
        Class II-1PO Certificates and Class II-2PO Certificates. 

       

      Class
        II-1PO Certificate:
        Any
        Certificate designated as a “Class II-1PO Certificate” on the face thereof, in
        the form of Exhibit A-1 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class II-1PO Certificates as set
        forth herein and evidencing a Regular Interest in REMIC III.

       

      Class
        II-1PO Certificate Cash Shortfall:
        For any
        Distribution Date, the difference between (i) principal distributable to
        the
        Class II-1PO Certificates in accordance with priority fifth
        under
        Section 6.04(b), and (ii) principal actually distributed to the Class II-1PO
        Certificates after giving effect to Section 6.04(d). 

       

      Class
        II-1PO Certificate Deferred Amount:
        As to
        each Distribution Date through the Cross-Over Date, the aggregate of all
        amounts
        allocable on such dates to the Class II-1PO Certificates in respect of the
        principal portion of Realized Losses in respect of Discount Mortgage Loans
        in
        Loan Group II-1 and the Class II-1PO Certificate Cash Shortfall and all amounts
        previously allocated in respect of such losses and such shortfalls to the
        Class
        II-1PO Certificates, and not distributed on prior Distribution
        Dates.

       

      Class
        II-1PO Certificate Principal Distribution Amount:
        The
        Class II-1PO Certificates shall be entitled to distributions from Loan Group
        II-1. For each Class of Class II-1PO Certificates with respect to each
        Distribution Date will be an amount equal to the sum of:

       

      (i) the
        related PO Percentage of all scheduled payments of principal due on each
        Discount Mortgage Loan in Loan Group II-1 on the related Due Date as specified
        in the amortization schedule at the time applicable thereto (after adjustment
        for previous principal prepayments but before any adjustment to such
        amortization schedule by reason of any bankruptcy or similar proceeding or
        any
        moratorium or similar waiver or grace period);

       

      (ii) the
        related PO Percentage of the Stated Principal Balance of each Discount Mortgage
        Loan in Loan Group II-1 which was the subject of a prepayment in full received
        by the related Servicer during the applicable Prepayment Period;

       

      (iii) the
        related PO Percentage of all partial prepayments of principal of each Discount
        Mortgage Loan in the Loan Group II-1 received during the applicable Prepayment
        Period;

       

      (iv) the
        lesser of (a) the related PO Percentage of the sum of (A) all Net Liquidation
        Proceeds and Subsequent Recoveries allocable to principal on each Discount
        Mortgage Loan in Loan Group II-1 which became a Liquidated Mortgage Loan
        during
        the related Prepayment Period (other than a Discount Mortgage Loan described
        in
        the immediately following clause (B)) and (B) the Stated Principal Balance
        of
        each such Discount Mortgage Loan in Loan Group II-1 purchased by an insurer
        from
        the Trustee during the related Prepayment Period pursuant to the related
        Primary
        Mortgage Insurance Policy, if any, or otherwise; and (b) the related PO
        Percentage of the sum of (A) the Stated Principal Balance of each Discount
        Mortgage Loan in Loan Group II-1 which became a Liquidated Mortgage Loan
        during
        the related Prepayment Period (other than a Discount Mortgage Loan described
        in
        the immediately following clause (B)) and (B) the Stated Principal Balance
        of
        each such Discount Mortgage Loan in Loan Group II-1 that was purchased by
        an
        insurer from the Trustee during the related Prepayment Period pursuant to
        the
        related Primary Mortgage Insurance Policy, if any, or otherwise;
        and

       

      (v) the
        related PO Percentage of the sum of (a) the Stated Principal Balance of each
        Discount Mortgage Loan in Loan Group II-1 which was repurchased by the Sponsor
        in connection with such Distribution Date and (b) the difference, if any,
        between the Stated Principal Balance of a Discount Mortgage Loan in Loan
        Group
        II-1 that has been replaced by the Sponsor with a substitute Discount Mortgage
        Loan pursuant to this Agreement in connection with such Distribution Date
        and
        the Stated Principal Balance of such substitute Discount Mortgage
        Loan.

       

      Class
        II-2PO Certificate:
        Any
        Certificate designated as a “Class II-2PO Certificate” on the face thereof, in
        the form of Exhibit A-1 hereto, representing the right to the Percentage
        Interest of distributions provided for the Class II-2PO Certificates as set
        forth herein and evidencing a Regular Interest in REMIC III.

       

      Class
        II-2PO Certificate Cash Shortfall:
        For any
        Distribution Date, the difference between (i) principal distributable to
        the
        Class II-2PO Certificates in accordance with priority fifth
        under
        Section 6.04(c), and (ii) principal actually distributed to the Class II-2PO
        Certificates after giving effect to Section 6.04(d). 

       

      Class
        II-2PO Certificate Deferred Amount:
        As to
        each Distribution Date through the Cross-Over Date, the aggregate of all
        amounts
        allocable on such dates to the Class II-2PO Certificates in respect of the
        principal portion of Realized Losses in respect of Discount Mortgage Loans
        in
        Loan Group II-2 and the Class II-2PO Certificate Cash Shortfall and all amounts
        previously allocated in respect of such losses and such shortfalls to the
        Class
        II-2PO Certificates, and not distributed on prior Distribution
        Dates.

       

      Class
        II-2PO Certificate Principal Distribution Amount:
        The
        Class II-2PO Certificates shall be entitled to distributions from Loan Group
        II-2. For each Class of Class II-2PO Certificates with respect to each
        Distribution Date will be an amount equal to the sum of:

       

      (i) the
        related PO Percentage of all scheduled payments of principal due on each
        Discount Mortgage Loan in Loan Group II-2 on the related Due Date as specified
        in the amortization schedule at the time applicable thereto (after adjustment
        for previous principal prepayments but before any adjustment to such
        amortization schedule by reason of any bankruptcy or similar proceeding or
        any
        moratorium or similar waiver or grace period);

       

      (ii) the
        related PO Percentage of the Stated Principal Balance of each Discount Mortgage
        Loan in Loan Group II-2 which was the subject of a prepayment in full received
        by the related Servicer during the applicable Prepayment Period;

       

      (iii) the
        related PO Percentage of all partial prepayments of principal of each Discount
        Mortgage Loan in the Loan Group II-2 received during the applicable Prepayment
        Period;

       

      (iv) the
        lesser of (a) the related PO Percentage of the sum of (A) all Net Liquidation
        Proceeds and Subsequent Recoveries allocable to principal on each Discount
        Mortgage Loan in Loan Group II-2 which became a Liquidated Mortgage Loan
        during
        the related Prepayment Period (other than a Discount Mortgage Loan described
        in
        the immediately following clause (B)) and (B) the Stated Principal Balance
        of
        each such Discount Mortgage Loan in Loan Group II-2 purchased by an insurer
        from
        the Trustee during the related Prepayment Period pursuant to the related
        Primary
        Mortgage Insurance Policy, if any, or otherwise; and (b) the related PO
        Percentage of the sum of (A) the Stated Principal Balance of each Discount
        Mortgage Loan in Loan Group II-2 which became a Liquidated Mortgage Loan
        during
        the related Prepayment Period (other than a Discount Mortgage Loan described
        in
        the immediately following clause (B)) and (B) the Stated Principal Balance
        of
        each such Discount Mortgage Loan in Loan Group II-2 that was purchased by
        an
        insurer from the Trustee during the related Prepayment Period pursuant to
        the
        related Primary Mortgage Insurance Policy, if any, or otherwise;
        and

       

      (v) the
        related PO Percentage of the sum of (a) the Stated Principal Balance of each
        Discount Mortgage Loan in Loan Group II-2 which was repurchased by the Sponsor
        in connection with such Distribution Date and (b) the difference, if any,
        between the Stated Principal Balance of a Discount Mortgage Loan in Loan
        Group
        II-2 that has been replaced by the Sponsor with a substitute Discount Mortgage
        Loan pursuant to this Agreement in connection with such Distribution Date
        and
        the Stated Principal Balance of such substitute Discount Mortgage
        Loan

       

      Class
        II-R Certificates:
        The
        Class II-1R-1 Certificates and Class II-1R-2 Certificates.

       

      Class
        II-R Deposit:
        An
        amount equal to $100, which shall be included as part of the Group II Available
        Funds attributable to Loan Group II and distributed as principal to the Class
        II-R Certificates on the first Distribution Date.

       

      Class
        II-1R-1 Certificate:
        Any
        Certificate designated a “Class II-1R-1 Certificate” on the face thereof, in
        substantially the form set forth in Exhibit A-6 hereto, evidencing the Residual
        Interest in REMIC II and representing the right to the Percentage Interest
        of
        distributions provided for the Class II-1R-1 Certificates as set forth
        herein.

       

      Class
        II-1R-2 Certificate:
        Any
        Certificate designated a “Class II-1R-2 Certificate” on the face thereof, in
        substantially the form set forth in Exhibit A-6 hereto, evidencing the Residual
        Interest in REMIC III and representing the right to the Percentage Interest
        of
        distributions provided for the Class II-1R-2 Certificates as set forth
        herein.

       

      Class
        II-1X Certificate:
        Any
        Certificate designated as a “Class II-1X Certificate” on the face thereof, in
        the form of Exhibit A-1 hereto, representing the right to its Percentage
        Interest of distributions provided for the Class II-1X Certificates as set
        forth
        herein and evidencing a Regular Interest in REMIC III.

       

      Class
        II-1X Pass-Through Rate:
        With
        respect to the Class II-1X Certificates, the weighted average of the excess,
        if
        any, of (a) the Net Mortgage Rate on each Mortgage Loan in Loan Group II-1,
        over
        (b) 5.50% per annum. For federal income tax purposes, the Class II-1X
        Certificates will not have a Pass-Through Rate, but will be entitled to receive
        100% of the interest payable with respect to REMIC II Regular Interest
        I-X.

       

      Class
        II-2X Certificate:
        Any
        Certificate designated as a “Class II-2X Certificate” on the face thereof, in
        the form of Exhibit A-1 hereto, representing the right to its Percentage
        Interest of distributions provided for the Class II-2X Certificates as set
        forth
        herein and evidencing a Regular Interest in REMIC III.

       

      Class
        II-2X Pass-Through Rate:
        With
        respect to the Class II-2X Certificates, the weighted average of the excess,
        if
        any, of (a) the Net Mortgage Rate on each Mortgage Loan in Loan Group II-2,
        over
        (b) 6.00% per annum. For federal income tax purposes, the Class II-2X
        Certificates will not have a Pass-Through Rate, but will be entitled to receive
        100% of the interest payable with respect to REMIC II Regular Interest
        II-X.

       

      Closing
        Date:
        January
        31, 2006.

       

      Code:
        The
        Internal Revenue Code of 1986, including any successor or amendatory
        provisions.

       

      Company:
        EMC.

       

      Company
        Information:
        As
        defined in Section 4.18(b).

       

      Compensating
        Interest:
        An
        amount, not to exceed the Servicing Fee, to be deposited in the Distribution
        Account by the Company or the related Servicer to the payment of a Prepayment
        Interest Shortfall on a Mortgage Loan subject to this Agreement; provided
        that
        in the event the Company or the related Servicer fails to make such payment,
        the
        Master Servicer shall be obligated to do so to the extent provided in Section
        6.02(c) hereof.

       

      Corporate
        Trust Office:
        The
        designated office of the Trustee where at any particular time its corporate
        trust business with respect to this Agreement shall be administered, which
        office at the date of the execution of this Agreement is located at US Bank
        Corporate Trust Services, One Federal Street, 3rd Floor, Boston, Massachusetts
        02110, Attention: Corporate Trust Services/BSABS I 2006-AC1, or at such other
        address as the Trustee may designate from time to time and (ii) with respect
        to
        the Securities Administrator, the designated office of the Securities
        Administrator at which at any particular time its corporate trust business
        with
        respect to this Agreement shall be administered, which office at the date
        of the
        execution of this Agreement is located at 9062 Old Annapolis Road, Columbia,
        MD
        21045, Attention: Corporate Trust Services, BSABS 2006-AC1 except for purposes
        of certificate transfer purposes, such term shall mean the office or agency
        of
        the Securities Administrator located at Wells Fargo Bank, N.A., Sixth Street
        and
        Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
        Services, BSABS 2006-AC1. 

       

      Corresponding
        Certificate:
        With
        respect to each REMIC I Regular Interest, the Certificate with the corresponding
        designation.

       

      Cross-Over
        Date:
        The
        first Distribution Date on which the aggregate Certificate Principal Balance
        of
        the related Subordinate Certificates has been reduced to zero (giving effect
        to
        all related distributions on such Distribution Date).

       

      Current
        Report:
        The
        Current Report pursuant to Section 13 or 15(d) of the Exchange Act.

       

      Custodial
        Agreement:
        An
        agreement, dated as of January 31, 2006, among the Depositor, the Sponsor,
        the
        Trustee, the Master Servicer and the Custodian in substantially the form
        of
        Exhibit J hereto.

       

      Custodian:
        Wells
        Fargo Bank, National Association, or any successor custodian appointed pursuant
        to the provisions hereof and the Custodial Agreement.

       

      Cut-off
        Date:
        The
        close of business on January 1, 2006.

       

      Cut-off
        Date Principal Balance:
        As to
        any Mortgage Loan, the unpaid principal balance thereof as of the close of
        business on the Cut-off Date after application of all Principal Prepayments
        received prior to the Cut-off Date and scheduled payments of principal due
        on or
        before the Cut-off Date, whether or not received, but without giving effect
        to
        any installments of principal received in respect of Due Dates after the
        Cut-off
        Date.

       

      Debt
        Service Reduction:
        With
        respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
        in a proceeding under the Bankruptcy Code in the Scheduled Payment for such
        Mortgage Loan that became final and non-appealable, except such a reduction
        resulting from a Deficient Valuation or any other reduction that results
        in a
        permanent forgiveness of principal.

       

      Deficiency
        Amount:
        With
        respect to any Distribution Date and the Class I-A-2 Certificates, an amount,
        if
        any, equal to the sum of: (i) the excess of (x) the Monthly Interest
        Distributable Amount for the Class I-A-2 Certificates on such Distribution
        Date,
        over (y) the Interest Funds from the Mortgage Loans in Loan Group I on such
        Distribution Date allocated to pay the Monthly Interest Distributable Amount
        on
        the Class I-A-2 Certificates on such Distribution Date as provided in Section
        6.04(a) of this Agreement, and (ii) the Certificate Principal Balance of
        the Class I-A-2 Certificates to the extent unpaid on the Final Scheduled
        Distribution Date or earlier termination of the Group I Sub-Trust pursuant
        to
        the terms of this Agreement, in each case after giving effect to distributions
        made on such date from sources other than the Policy.

       

      Deficient
        Valuation:
        With
        respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
        of the Mortgaged Property in an amount less than the then outstanding
        indebtedness under such Mortgage Loan, or any reduction in the amount of
        principal to be paid in connection with any Scheduled Payment that results
        in a
        permanent forgiveness of principal, which valuation or reduction results
        from an
        order of such court that is final and non-appealable in a proceeding under
        the
        Bankruptcy Code.

       

      Definitive
        Certificates:
        As
        defined in Section 7.06.

       

      Deleted
        Mortgage Loan:
        A
        Mortgage Loan replaced or to be replaced by a Replacement Mortgage
        Loan.

       

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

       

      Denomination:
        With
        respect to each Certificate, the amount set forth on the face thereof as
        the
“Initial Principal Balance or initial notional amount of this
        Certificate”.

       

      Depositor:
        Bear
        Stearns Asset Backed Securities I LLC, a Delaware limited liability company,
        or
        its successor in interest.

       

      Depositor
        Information:
        As
        defined in Section 4.18(b).

       

      Depository:
        The
        initial Depository shall be The Depository Trust Company (“DTC”), the nominee of
        which is Cede & Co., or any other organization registered as a “clearing
        agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as
        amended. The Depository shall initially be the registered Holder of the
        Book-Entry Certificates. The Depository shall at all times be a “clearing
        corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
        the State of New York.

       

      Depository
        Agreement:
        With
        respect to the Class of Book-Entry Certificates, the agreement among the
        Depositor signing on behalf of the Issuing Entity and the initial Depository,
        dated as of the Closing Date, substantially in the form of Exhibit
        H.

       

      Depository
        Participant:
        A
        broker, dealer, bank or other financial institution or other Person for whom
        from time to time a Depository effects book-entry transfers and pledges of
        securities deposited with the Depository.

       

      Determination
        Date:
        With
        respect to any Distribution Date, the 15th day of the month of such Distribution
        Date or, if such 15th day is not a Business Day, the immediately preceding
        Business Day.

       

      Discount
        Mortgage Loan:
        With
        respect to Loan Group II-1, any Mortgage Loan in such group with a Net Mortgage
        Rate less than 5.50% per annum, and with respect to Loan Group II-2, any
        Mortgage Loan with a Net Mortgage Rate less than 6.00% per annum. 

       

      Distribution
        Account:
        The
        separate Eligible Account created and maintained by the Securities Administrator
        pursuant to Section 5.08 in the name of the Trustee for the benefit of the
        Certificateholders and the Insurer and designated “U.S. Bank National
        Association, in trust for registered Holders of Bear Stearns Asset Backed
        Securities I LLC, Asset-Backed Certificates, Series 2006-AC1” shall be held in
        trust for the Certificateholders for the uses and purposes set forth in this
        Agreement.

       

      Distribution
        Date:
        The
        25th day of each calendar month after the initial issuance of the Certificates,
        or if such 25th day is not a Business Day, the next succeeding Business Day,
        commencing in February 2006.

       

      Distribution
        Report:
        The
        Asset-Backed Issuer Distribution Report pursuant to Section 13 or 15(d) of
        the
        Exchange Act.

       

      Due
        Date:
        As to
        any Mortgage Loan, the date in each month on which the related Scheduled
        Payment
        is due, as set forth in the related Mortgage Note.

       

      Due
        Period:
        With
        respect to any Distribution Date, the period from the second day of the calendar
        month preceding the calendar month in which such Distribution Date occurs
        through close of business on the first day of the calendar month in which
        such
        Distribution Date occurs.

       

      Early
        Turbo Payment Date:
        The
        Distribution Date in January 2016.

       

      EDGAR:
        As
        defined in Section 4.18.

       

      Eligible
        Account:
        Any of
        (i) an account or accounts maintained with a federal or state chartered
        depository institution or trust company, the long-term unsecured debt
        obligations and short-term unsecured debt obligations of which (or, in the
        case
        of a depository institution or trust company that is the principal subsidiary
        of
        a holding company, the debt obligations of such holding company, so long
        as
        Moody’s is not a Rating Agency) are rated by each Rating Agency in one of its
        two highest long-term and its highest short-term rating categories respectively,
        at the time any amounts are held on deposit therein, or (ii) an account or
        accounts in a depository institution or trust company in which such accounts
        are
        insured by the FDIC (to the limits established by the FDIC) and the uninsured
        deposits in which accounts are otherwise secured such that, as evidenced
        by an
        Opinion of Counsel delivered to the Trustee and to each Rating Agency, the
        Certificateholders have a claim with respect to the funds in such account
        or a
        perfected first priority security interest against any collateral (which
        shall
        be limited to Permitted Investments) securing such funds that is superior
        to
        claims of any other depositors or creditors of the depository institution
        or
        trust company in which such account is maintained, or (iii) a trust account
        or
        accounts maintained with the corporate trust department of a federal or state
        chartered depository institution or trust company having capital and surplus
        of
        not less than $50,000,000, acting in its fiduciary capacity or (iv) any other
        account acceptable to the Rating Agencies. Eligible Accounts may bear interest,
        and may include, if otherwise qualified under this definition, accounts
        maintained with the Trustee.

       

      EMC:
        EMC
        Mortgage Corporation, a Delaware corporation.

       

      EMC
        Mortgage Loans:
        Those
        Mortgage Loans serviced by the Company pursuant to the terms of this
        Agreement.

       

      ERISA:
        The
        Employee Retirement Income Security Act of 1974, as amended.

       

      ERISA
        Restricted Certificates:
        Any of
        the Class I-B-4, Class II-B-4, Class II-B-5, Class II-B-6, Class I-C, Class
        P
        and Residual Certificates.

       

      Event
        of Default:
        As
        defined in Section 9.01 hereof.

       

      Excess
        Liquidation Proceeds:
        To the
        extent not required by law to be paid to the related Mortgagor, the excess,
        if
        any, of any Liquidation Proceeds with respect to a Mortgage Loan over the
        Stated
        Principal Balance of such Mortgage Loan and accrued and unpaid interest at
        the
        related Mortgage Rate through the last day of the month in which the Mortgage
        Loan has been liquidated.

       

      Excess
        Spread:
        With
        respect to any Distribution Date and Loan Group I, the excess, if any, of
        (i)
        the Interest Funds for such Loan Group for such Distribution Date, over (ii)
        the
        sum of (a) the Insurer Premium Amount payable to the Insurer for such
        Distribution Date, (b) the related Monthly Interest Distributable Amounts
        payable to the Group I Offered Certificates and the Class I-B-4 Certificates
        on
        such Distribution Date and (c) any Reimbursement Amounts paid to the Insurer
        relating to the interest draws on the Policy pursuant to item (3) of Section
        6.04(a).

       

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

       

      Exchange
        Act Reports:
        Any
        reports required to be filed pursuant to Section 4.18 of this
        Agreement.

       

      Exemption:
        Prohibited Transaction Exemption 90-30, as amended from time to
        time.

       

      Fannie
        Mae:
        Fannie
        Mae (formally, Federal National Mortgage Association), or any successor
        thereto.

       

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

       

      Final
        Recovery Determination:
        With
        respect to any defaulted Mortgage Loan or any REO Property (other than a
        Mortgage Loan or REO Property purchased by the Sponsor or the Class I-C
        Certificateholder pursuant to or as contemplated by Section 2.03(c) or Section
        11.01), a determination made by the Company pursuant to this Agreement or
        the
        applicable Servicer pursuant to the related Servicing Agreement that all
        Insurance Proceeds, Liquidation Proceeds and other payments or recoveries
        which
        the Company or such Servicer, in its reasonable good faith judgment, expects
        to
        be finally recoverable in respect thereof have been so recovered. The Master
        Servicer shall maintain records, based solely on information provided by
        each
        Servicer, of each Final Recovery Determination made thereby.

       

      Final
        Scheduled Distribution Date:
        With
        respect to the Group I Certificates, February 2036, and with respect to the
        Group II Certificates, December 2035.

       

      Fiscal
        Quarter:
        December 1 to February 29 (or the last day in such month), March 1 to May
        31,
        June 1 to August 31, or September to November 30, as applicable.

       

      Form
        8-K Disclosure Information:
        As
        defined in Section 4.18(a)(ii)(A).

       

      Freddie
        Mac:
        Freddie
        Mac (formally, The Federal Home Loan Mortgage Corporation), or any successor
        thereto.

       

      GreenPoint:
        GreenPoint Mortgage Funding, Inc.

       

      GreenPoint
        Assignment Agreement:
        The
        Assignment, Assumption and Recognition Agreement, dated as of January 31,
        2006,
        by and among the Sponsor, GreenPoint and the Trustee evidencing the assignment
        of the GreenPoint Servicing Agreement to the Trust, attached hereto as Exhibit
        R-1.

       

      GreenPoint
        Loans:
        Those
        Mortgage Loans subject to this Agreement which were purchased by the Sponsor
        from GreenPoint pursuant to the GreenPoint Servicing Agreement.

       

      GreenPoint
        Servicing Agreement:
        The
        Purchase, Warranties and Servicing Agreement, dated as of September 1, 2003,
        between the Sponsor and GreenPoint, as amended, attached hereto as Exhibit
        Q-1,
        as modified by the GreenPoint Assignment Agreement.

       

      Global
        Certificate:
        Any
        Private Certificate registered in the name of the Depository or its nominee,
        beneficial interests in which are reflected on the books of the Depository
        or on
        the books of a Person maintaining an account with such Depository (directly
        or
        as an indirect participant in accordance with the rules of such
        depository).

       

      Group
        I 20% Clean-up Call Date:
        With
        respect to Loan Group I, the first Distribution Date upon which the aggregate
        Stated Principal Balance of the Mortgage Loans in Loan Group I as of the
        end of
        the related Due Period is less than or equal to 20% of the aggregate Cut-off
        Date Principal Balance of the Mortgage Loans in Loan Group I.

       

      Group
        I Available Funds:
        The sum
        of Interest Funds and Principal Funds with respect to the Mortgage Loans
        in Loan
        Group I.

       

      Group
        I Basic Principal Distribution Amount:
        Shall
        mean, with respect to any Distribution Date and Group I Certificates, the
        lesser
        of (a) the excess of (i) the Group I Available Funds for such Distribution
        Date
        over (ii) the aggregate Monthly Interest Distributable Amount for the Group
        I
        Offered Certificates and the Class I-B-4 Certificates for such Distribution
        Date
        and (b) the excess of (i) the related Principal Remittance Amount for such
        Distribution Date over (ii) the Group I Overcollateralization Release Amount,
        if
        any, for such Distribution Date.

       

      Group
        I Certificates:
        Any of
        the Class I-A, Class I-M, Class I-B, Class I-C, Class I-P and Class I-R-1
        Certificates.

       

      Group
        I Extra Principal Distribution Amount:
        With
        respect to any Distribution Date and the Mortgage Loans in Loan Group I (a)
        on
        or prior to the earlier of (1) the Group I 20% Clean-Up Call Date and (2)
        the
        Early Turbo Payment Date, the lesser of (x) the Excess Spread for Loan Group
        I
        for such Distribution Date and (y) the Group I Overcollateralization Increase
        Amount for such Distribution Date; and (b) thereafter, the Excess Spread
        for
        Loan Group I for such Distribution Date; provided that the Excess Spread
        described in clause (b) will be used first to pay any Group I
        Overcollateralization Increase Amount, any Net Interest Shortfalls related
        to
        Loan Group I and any Net WAC Rate Carryover Amounts on such Distribution
        Date,
        and the remainder will be applied as part of the Group I Extra Principal
        Distribution Amount.

       

      Group
        I Non-Offered Certificate:
        Any of
        the Class I-B-4, Class I-R-1, Class I-P and Class I-C Certificates.

       

      Group
        I Offered Certificate:
        Any of
        the Class I-A-1, Class I-A-2, Class I-M-1, Class I-M-2, Class I-M-3, Class
        I-B-1, Class I-B-2 and Class I-B-3 Certificates.

       

      Group
        I Optional Termination:
        The
        termination of the Group I Sub-Trust created hereunder as a result of the
        purchase of all of the assets related to Loan Group I and any related REO
        Property pursuant to the last sentence of Section 11.01 hereof.

       

      Group
        I Optional Termination Date:
        With
        respect to Loan Group I, the first Distribution Date upon which the aggregate
        Stated Principal Balance of the Mortgage Loans in Loan Group I as of the
        end of
        the related Due Period is less than or equal to 10% of the aggregate Cut-off
        Date Principal Balance of the Mortgage Loans in Loan Group I.

       

      Group
        I Overcollateralized Amount:
        With
        respect to any Distribution Date, is the excess, if any, of (a) the aggregate
        Stated Principal Balance of the Mortgage Loans in Loan Group I as of the
        last
        day of the related Due Period (after giving effect to Scheduled Payments
        of
        principal due during the related Due Period to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period, including any reduction due to Realized Losses) over (b) the aggregate
        Certificate Principal Balance of the Group I Offered Certificates and Class
        I-B-4 Certificates on such Distribution Date (after taking into account the
        payment of principal other than any Group I Extra Principal Distribution
        Amount
        on such Certificates).

       

      Group
        I Overcollateralization Increase Amount:
        As of
        any Distribution Date, the lesser of (a) the excess, if any, of (i) the Group
        I
        Overcollateralization Target Amount over (ii) the Group I Overcollateralized
        Amount on such Distribution Date (after taking into account payments to the
        Group I Offered Certificates and Class I-B-4 Certificates of the Group I
        Basic
        Principal Distribution Amount on such Distribution Date) and (b) Excess Spread
        for Loan Group I for such Distribution Date.

       

      Group
        I Overcollateralization Release Amount:
        With
        respect to any Distribution Date, the lesser of (x) the related Principal
        Remittance Amount for such Distribution Date and (y) the excess, if any,
        of (i)
        the Group I Overcollateralized Amount for such Distribution Date (assuming
        that
        100% of the related Principal Remittance Amount is applied as a principal
        payment on such Distribution Date) over (ii) the Group I Overcollateralization
        Target Amount for such Distribution Date (with the amount pursuant to clause
        (y)
        deemed to be $0 if the Group I Overcollateralized Amount is less than or
        equal
        to the Group I Overcollateralization Target Amount on that Distribution
        Date).

       

      Group
        I Overcollateralization Target Amount:
        With
        respect to any Distribution Date, 0.90% of the aggregate Stated Principal
        Balance of the Mortgage Loan in Loan Group I as of the Cut-off
        Date.

       

      Group
        I Senior Certificates:
        The
        Class I-A-1 Certificates and Class I-A-2 Certificates.

       

      Group
        I Subordinate Certificates:
        Any of
        the Class I-M-1, Class I-M-2, Class I-M-3, Class I-B-1, Class I-B-2, Class
        I-B-3
        and Class I-B-4 Certificates.

       

      Group
        I Sub-Trust:
        The
        portion of the Trust Fund allocated to Loan Group I.

       

      Group
        II Available Funds:
        The sum
        of Interest Funds and Principal Funds with respect to the Mortgage Loans
        in Loan
        Group II, and with respect to the first Distribution Date, the Class II-R
        Deposit which shall be allocable to Loan Group II-1.

       

      Group
        II Certificates:
        Any of
        the Class II-1A, Class II-2A, Class II-1X, Class II-2X, Class II-1PO, Class
        II-2PO, Class II-B, Class II-P or Class II-R Certificates.

       

      Group
        II Non-Offered Certificate:
        Any of
        the Class II-B-4, Class II-B-5, Class II-B-6, Class II-1P and Class II-2P
        Certificates.

       

      Group
        II Offered Certificates:
        Any of
        the Class II-1A-1, Class II-1A-2, Class II-1PO, Class II-1X, Class II-1R-1,
        Class II-1R-2, Class II-2A-1, Class II-2A-2, Class II-2PO, Class II-2X, Class
        II-B-1, Class II-B-2 and Class II-B-3 Certificates.

       

      Group
        II Optional Termination:
        The
        termination of the Group II Sub-Trust created hereunder as a result of the
        purchase of all Loan Group II and any related REO Property pursuant to the
        last
        sentence of Section 11.01 hereof.

       

      Group
        II Optional Termination Date:
        With
        respect to Loan Group II, the first Distribution Date upon which the aggregate
        Stated Principal Balance of the Mortgage Loans in Loan Group II as of the
        end of
        the related Due Period is less than or equal to 10% of the aggregate Cut-off
        Date Principal Balance of the Mortgage Loans in Loan Group II.

       

      Group
        II Principal Distribution Amount:
        With
        respect to each of Group II-1 Senior Certificates and Group II-2 Senior
        Certificates (other than the related Class II-PO Certificates), respectively,
        and each Distribution Date, an amount equal to the sum of the following (but
        in
        no event greater than the aggregate Certificate Principal Balances of each
        of
        the Group II-1 Senior Certificates and Group II-2 Senior Certificates (other
        than the related Class II-PO Certificates), as applicable, immediately prior
        to
        such Distribution Date): 

       

      (1) the
        applicable Senior Percentage of the related Non-PO Percentage of the principal
        portion of all Monthly Payments due on the Mortgage Loans in the related
        Loan
        Group on the related Due Date, as specified in the amortization schedule
        at the
        time applicable thereto (after adjustment for previous principal prepayments
        but
        before any adjustment to such amortization schedule by reason of any bankruptcy
        or similar proceeding or any moratorium or similar waiver or grace period);
        

       

      (2) the
        applicable Senior Prepayment Percentage of the related Non-PO Percentage
        of the
        Stated Principal Balance of each Mortgage Loan in the related Loan Group
        which
        was the subject of a prepayment in full received by the Master Servicer during
        the applicable Prepayment Period with respect to each Mortgage Loan in the
        related Loan Group;

       

      (3) the
        applicable Senior Prepayment Percentage of the related Non-PO Percentage
        of all
        partial prepayments allocated to principal of each Mortgage Loan in the related
        Loan Group received during the applicable Prepayment Period;

       

      (4) the
        lesser of (a) the applicable Senior Prepayment Percentage of the related
        Non-PO
        Percentage of the sum of (i) all Net Liquidation Proceeds allocable to principal
        received in respect of each Mortgage Loan in the related Loan Group which
        became
        a Liquidated Mortgage Loan during the related Prepayment Period (other than
        Mortgage Loans described in the immediately following clause (ii)) and all
        Subsequent Recoveries received in respect of each Liquidated Mortgage Loan
        in
        the related Loan Group during the related Due Period and (ii) the Stated
        Principal Balance of each such Mortgage Loan in the related Loan Group purchased
        by an insurer from the Trustee during the related Prepayment Period pursuant
        to
        the related Primary Mortgage Insurance Policy, if any, or otherwise; and
        (b) the
        applicable Senior Percentage of the related Non-PO Percentage of the sum
        of (i)
        the Stated Principal Balance of each Mortgage Loan in the related Loan Group
        which became a Liquidated Mortgage Loan during the related Prepayment Period
        (other than the Mortgage Loans described in the immediately following clause
        (ii)) and (ii) the Stated Principal Balance of each such Mortgage Loan in
        the
        related Loan Group that was purchased by an insurer from the Trustee during
        the
        related Prepayment Period pursuant to the related Primary Mortgage Insurance
        Policy, if any or otherwise; and

       

      (5) the
        applicable Senior Prepayment Percentage of the related Non-PO Percentage
        of the
        sum of (a) the Stated Principal Balance of each Mortgage Loan in the related
        Loan Group which was repurchased by EMC or its designee in connection with
        such
        Distribution Date and (b) the excess, if any, of the Stated Principal Balance
        of
        each Mortgage Loan in the related Loan Group that has been replaced by the
        EMC
        or its designee with a substitute Mortgage Loan pursuant to the Mortgage
        Loan
        Purchase Agreement in connection with such Distribution Date over the Stated
        Principal Balance of each such substitute Mortgage Loan.

       

      Group
        II Senior Certificates:
        The
        Group II-1 Senior Certificates and Group II-2 Senior Certificates.

       

      Group
        II Subordinate Certificates:
        Any of
        the Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5
        and
        Class II-B-6 Certificates.

       

      Group
        II Sub-Trust:
        The
        portion of the Trust Fund allocated to Loan Group II.

       

      Group
        II-1 Senior Certificates:
        The
        Class II-1A-1, Class II-1A-2, Class II-1X and Class II-1PO
        Certificates.

       

      Group
        II-2 Senior Certificates:
        The
        Class II-2A-1, Class II-2A-2, Class II-2X and Class II-2PO
        Certificates.

       

      Harbourside:
        Savannah Bank, NA dba Harbourside Mortgage Corporation.

       

      Harbourside
        Assignment Agreement:
        The
        Assignment, Assumption and Recognition Agreement, dated as of January 31,
        2006,
        by and among the Sponsor, Harbourside and the Trustee evidencing the assignment
        of the Harbourside Servicing Agreement to the Trust, attached hereto as Exhibit
        R-2.

       

      Harbourside
        Servicing Agreement:
        The
        Purchase, Warranties and Servicing Agreement, dated as of April 1, 2005,
        between
        the Sponsor and Harbourside, as amended, attached hereto as Exhibit Q-2,
        as
        modified by the Harbourside Assignment Agreement.

       

      HSBC:
        HSBC
        Mortgage Corporation (USA).

       

      HSBC
        Assignment Agreement:
        The
        Assignment, Assumption and Recognition Agreement, dated as of January 31,
        2006,
        by and among the Sponsor, HSBC and the Trustee evidencing the assignment
        of the
        HSBC Servicing Agreement to the Trust, attached hereto as Exhibit
        R-3.

       

      HSBC
        Servicing Agreement:
        The
        Amended and Restated Purchase, Warranties and Servicing Agreement, dated
        as of
        September 1, 2005, between the Sponsor and HSBC, as amended, attached hereto
        as
        Exhibit Q-3, as modified by the HSBC Assignment Agreement.

       

      Indemnified
        Persons:
        The
        Trustee, the Master Servicer, the Company, the Trust Fund and the Securities
        Administrator and their officers, directors, agents and employees and, with
        respect to the Trustee, any separate co-trustee and its officers, directors,
        agents and employees.

       

      Individual
        Certificate:
        Any
        Private Certificate registered in the name of the Holder other than the
        Depository or its nominee.

       

      Initial
        Certificate Principal Balance:
        With
        respect to any Certificate, the Certificate Principal Balance of such
        Certificate or any predecessor Certificate on the Closing Date.

       

      Insurance
        Agreement:
        The
        Insurance and Indemnity Agreement dated as of January 31, 2006 among the
        Insurer, the Sponsor, the Depositor and the Trustee.

       

      Insurance
        Policy:
        With
        respect to any Mortgage Loan included in the Trust Fund, any insurance policy
        or
        LPMI Policy, including all riders and endorsements thereto in effect with
        respect to such Mortgage Loan, including any replacement policy or policies
        for
        any Insurance Policies.

       

      Insurance
        Proceeds:
        Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance
        Policy
        or any other insurance policy covering a Mortgage Loan, to the extent such
        proceeds are payable to the mortgagee under the Mortgage, the Company, the
        related Servicer or the trustee under the deed of trust and are not applied
        to
        the restoration of the related Mortgaged Property or released to the Mortgagor
        in accordance with the procedures that the Company or the related Servicer
        would
        follow in servicing mortgage loans held for its own account, in each case
        other
        than any amount included in such Insurance Proceeds in respect of Insured
        Expenses.

       

      Insured
        Amounts:
        With
        respect to the Class I-A-2 Certificates (1) any Deficiency Amount and (2)
        any
        Preference Amount.

       

      Insured
        Expenses:
        Expenses covered by an Insurance Policy or any other insurance policy with
        respect to the Mortgage Loans.

       

      Insurer:
        Financial Guaranty Insurance Company, a stock insurance corporation organized
        and created under the laws of the State of New York, or any successor
        thereto.

       

      Insurer
        Default:
        The
        existence and continuance of any of the following: (a) The Insurer fails to
        make a payment required under the Policy in accordance with its terms; or
        (b)(i)
        the Insurer (A) files any petition or commences any case or proceeding
        under any provision or chapter of the Bankruptcy Code, the New York Insurance
        Law or any other similar federal or state law relating to insolvency,
        bankruptcy, rehabilitation, liquidation or reorganization, (B) makes a general
        assignment for the benefit of its creditors, or (C) has an order for relief
        entered against it under the Bankruptcy Code, the New York Insurance Law
        or any
        other similar federal or state law relating to insolvency, bankruptcy,
        rehabilitation, liquidation or reorganization that is final and nonappealable;
        or (ii) a court of competent jurisdiction, the New York Department of Insurance
        or other competent regulatory authority enters a final and nonappealable
        order,
        judgment or decree (A) appointing a custodian, trustee, agent or receiver
        for
        the Insurer or for all or any material portion of its property or (B)
        authorizing the taking of possession by a custodian, trustee, agent or receiver
        of the Insurer (or the taking of possession of all or any material portion
        of
        the property of the Insurer).

       

      Insurer
        Premium Amount:
        With
        respect to the Policy and each Distribution Date, an amount equal to the
        product
        of the applicable Insurer Premium Rate and the related Certificate Principal
        Balance of the Class I-A-2 Certificates immediately prior to such Distribution
        Date.

       

      Insurer
        Premium Rate:
        A
        percentage equal to one-twelfth (1/12) of 0.07% per annum.

       

      Interest
        Accrual Period:
        With
        respect to any Distribution Date and the Class I-A-1, Class I-A-2, Class
        II-1A-1, Class II-1A-2, Class II-2A-1, Class II-2A-2, Class II-1X and Class
        II-B
        Certificates, the calendar month immediately preceding the calendar month
        in
        which such Distribution Date occurs. With respect to any Distribution Date
        and
        the Class I-M and Class I-B Certificates, the period from and including the
        25th
        day of
        the calendar month preceding the month in which such Distribution Date occurs
        (or, with respect to the first Interest Accrual Period for the Class I-M
        and
        Class I-B Certificates, the Closing Date) to and including the 24th
        day of
        the calendar month in which such Distribution Date occurs. The Class R, Class
        P
        and Class II-PO Certificates are not entitled to distributions of interest
        and
        do not have an Interest Accrual Period. 

       

      Interest
        Determination Date:
        Shall
        mean the second LIBOR Business Day preceding the commencement of each Interest
        Accrual Period.

       

      Interest
        Funds:
        For any
        Distribution Date and each Loan Group, (i) the sum, without duplication,
        of (a)
        all scheduled interest during the related Due Period with respect to the
        related
        Mortgage Loans less the Servicing Fee and the LPMI Fee, if any, (b) all Advances
        relating to interest with respect to the related Mortgage Loans remitted
        by the
        related Servicer or Master Servicer, as applicable, on or prior to the related
        Remittance Date, (c) all Compensating Interest with respect to the related
        Mortgage Loans required to be remitted by the Company or the Master Servicer
        pursuant to this Agreement or the related Servicer pursuant to the related
        Servicing Agreement with respect to such Distribution Date, (d) Liquidation
        Proceeds and Subsequent Recoveries with respect to the related Mortgage Loans
        collected during the related Prepayment Period (to the extent such Liquidation
        Proceeds and Subsequent Recoveries relate to interest), (e) all amounts relating
        to interest with respect to each Mortgage Loan in the related Loan Group
        repurchased by the Sponsor pursuant to Sections 2.02 and 2.03 and by EMC
        pursuant to Section 4.21 and (f) all amounts in respect of interest in respect
        of the related Loan Group paid by the Master Servicer pursuant to Section
        11.01,
        in each case to the extent remitted by the Company or the related Servicer,
        as
        applicable, to the Distribution Account pursuant to this Agreement or the
        related Servicing Agreement and (g) the interest portion of any proceeds
        received from the exercise of an Optional Termination pursuant to Section
        11.01
        minus (ii) all amounts in respect of the related Loan Group required to be
        reimbursed pursuant to Sections 5.02, 5.05 and 5.09 or as otherwise set forth
        in
        this Agreement.

       

      Interest
        Only Certificates:
        The
        Class II-1X Certificates and Class II-2X Certificates.

       

      Interest
        Rate Cap:
        With
        respect to the Class I-A-1 Certificates and Class I-A-2 Certificates, the
        weighted average of the Net Mortgage Rates of the Mortgage Loans in Loan
        Group
        I, and in the case of the Class I-A-2 Certificates, minus the Premium Rate
        payable to the Insurer for the Policy. The Interest Rate Cap with respect
        to the
        Class I-M Certificates and Class I-B Certificates will be equal to the lesser
        of
        (a) 10.00% per annum and (b) the weighted average of the Net Mortgage Rates
        of
        the Mortgage Loans in Loan Group I, in each case, adjusted for the actual
        number
        of days elapsed in the related Interest Accrual Period.

       

      For
        federal income tax purposes, the Interest Rate Cap shall equal (i) with respect
        to each of the Class I-M Certificates and Class I-B Certificates, a rate
        equivalent to the foregoing for each such Certificate, expressed as the lesser
        of (a) 10.00% per annum and (b) the weighted average of the Uncertificated
        REMIC
        I Pass-Through Rates on the REMIC I Regular Interests (other than REMIC I
        Regular Interest I-P) (adjusted for the actual number of days elapsed in
        the
        related Interest Accrual Period), and (ii) with respect to each of the Class
        I-A
        Certificates, a rate equivalent to the foregoing for each such Certificate,
        calculated using the weighted average of the Uncertificated REMIC I Pass-Through
        Rates on the REMIC I Regular Interests (other than REMIC I Regular Interest
        I-P)
        in place of the weighted average of the Net Mortgage Rates of the Mortgage
        Loans
        in Loan Group I.

       

      Interest
        Shortfall:
        With
        respect to any Distribution Date, the aggregate shortfall, if any, in
        collections of interest (adjusted to the related Net Mortgage Rates) on the
        related Mortgage Loans resulting from (a) Principal Prepayments with respect
        to
        the related Loan Group in full received during the related Prepayment Period,
        (b) the partial Principal Prepayments with respect to the related Loan Group
        received during the related Prepayment Period to the extent applied prior
        to the
        Due Date in the month of the Distribution Date and (c) interest payments
        on the
        related Loan Group being limited pursuant to the provisions of the Relief
        Act or
        similar state laws.

       

      Issuing
        Entity:
        Bear
        Stearns Asset Backed Securities I Trust 2006-AC1.

       

      Latest
        Possible Maturity Date:
        With
        respect to the Group I Certificates (other than the Class I-R-1 Certificates),
        the Distribution Date following the final scheduled maturity date of the
        Mortgage Loan in the portion of the Trust Fund consisting of Loan Group I
        having
        the latest scheduled maturity date as of the Cut-off Date, and with respect
        to
        the Group II Certificates (other than the Class II-R Certificates), the
        Distribution Date following the final scheduled maturity date of the Mortgage
        Loan in the portion of the Trust Fund consisting of Loan Group II having
        the
        latest scheduled maturity date as of the Cut-off Date. For purposes of the
        Treasury regulations under Sections 860A through 860G of the Code, the latest
        possible maturity date of each Regular Interest issued by REMIC I, REMIC
        II and
        REMIC III shall be the Latest Possible Maturity Date applicable to the
        Certificates for the related portion of the Trust Fund.

       

      LIBOR
        Business Day:
        Shall
        mean a day on which banks are open for dealing in foreign currency and exchange
        in London and New York City.

       

      LIBOR
        Certificates:
        Any of
        the Class I-M and Class I-B Certificates.

       

      Liquidated
        Loan:
        With
        respect to any Distribution Date, a defaulted Mortgage Loan that has been
        liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
        or other realization as provided by applicable law governing the real property
        subject to the related Mortgage and any security agreements and as to which
        the
        Company or the related Servicer has made a Final Recovery Determination with
        respect thereto.

       

      Liquidation
        Proceeds:
        Amounts, other than Insurance Proceeds, received in connection with the partial
        or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
        foreclosure sale or otherwise, or in connection with any condemnation or
        partial
        release of a Mortgaged Property and any other proceeds received with respect
        to
        an REO Property, less the sum of related unreimbursed Advances, Servicing
        Fees
        and Servicing Advances and all expenses of liquidation, including property
        protection expenses and foreclosure and sale costs, including court and
        reasonable attorneys fees.

       

      Loan
        Group:
        Any of
        Loan Group I or Loan Group II.

       

      Loan
        Group I:
        The
        Mortgage Loans included as part of Loan Group I on the Mortgage Loan
        Schedule.

       

      Loan
        Group II:
        The
        Mortgage Loans included as part of Loan Group II on the Mortgage Loan
        Schedule.

       

      Loan
        Group II-1:
        The
        Mortgage Loans included as part of Loan Group II-1 on the Mortgage Loan
        Schedule.

       

      Loan
        Group II-2:
        The
        Mortgage Loans included as part of Loan Group II-2 on the Mortgage Loan
        Schedule.

       

      Loan-to-Value
        Ratio:
        The
        fraction, expressed as a percentage, the numerator of which is the original
        principal balance of the related Mortgage Loan and the denominator of which
        is
        the Appraised Value of the related Mortgaged Property.

       

      Loss
        Allocation Limitation:
        The
        meaning specified in Section 6.05(c) hereof.

       

      LPMI
        Fee:
        Shall
        mean the fee payable to the insurer for each Mortgage Loan subject to an
        LPMI
        Policy as set forth in such LPMI Policy and on the Mortgage Loan
        Schedule.

       

      LPMI
        Policy:
        A
        policy of mortgage guaranty insurance issued by an insurer meeting the
        requirements of Fannie Mae and Freddie Mac in which the Company or the related
        Servicer of the related Mortgage Loan is responsible for the payment of the
        LPMI
        Fee thereunder from collections on the related Mortgage Loan.

       

      Majority
        Class I-C Certificateholder:
        Shall
        mean the Holder of a 50.01% or greater Percentage Interest in the Class I-C
        Certificates.

       

      Master
        Servicer:
        Wells
        Fargo Bank, National Association, in its capacity as master servicer, and
        its
        successors and assigns.

       

      Master
        Servicing Compensation:
        For any
        Distribution Date, the Master Servicing Fee for such Distribution Date and
        any
        amounts earned on permitted investments in the Distribution
        Account.

       

      Master
        Servicing Fee:
        As to
        each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
        the
        Master Servicing Fee Rate multiplied by the Stated Principal Balance of such
        Mortgage Loan as of the Due Date in the month preceding the month in which
        such
        Distribution Date occurs.

       

      Master
        Servicing Fee Rate:
        0.001%
        per annum.

       

      Master
        Servicer Information:
        As
        defined in Section 4.18(b).

       

      MERS:
        Mortgage Electronic Registration Systems, Inc., a corporation organized and
        existing under the laws of the State of Delaware, or any successor
        thereto.

       

      MERS®
        System:
        The
        system of recording transfers of Mortgages electronically maintained by
        MERS.

       

      MIN:
        The
        Mortgage Identification Number for Mortgage Loans registered with MERS on
        the
        MERS® System.

       

      MOM
        Loan:
        With
        respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
        Loan, solely as nominee for the originator of such Mortgage Loan and its
        successors and assigns, at the origination thereof.

       

      Monthly
        Interest Distributable Amount:
        With
        respect to the Group I Certificates (other than the Class I-P Certificates
        and
        Class I-R-1 Certificates) for any Distribution Date, means an amount equal
        to
        the interest accrued during the related Interest Accrual Period at the
        applicable Pass-Through Rate on the Certificate Principal Balance (or Notional
        Amount) of such Certificate immediately prior to such Distribution Date less
        such Certificate’s share of any Net Interest Shortfalls. The interest portion of
        Realized Losses for the Mortgage Loans in Loan Group I shall be allocated
        to
        such Certificate pursuant to Section 1.02. The Monthly Interest Distributable
        Amount with respect to the Class I-A Certificates and Class I-C Certificates
        is
        calculated on the basis of a 360-day year consisting of twelve 30-day months.
        The Monthly Interest Distributable Amount with respect to the Class I-M
        Certificates and Class I-B Certificates is calculated on the basis of a 360-day
        year and the actual number of days elapsed during the related Interest Accrual
        Period. No Monthly Interest Distributable Amount shall be payable with respect
        to any Class of Certificates after the Distribution Date on which the
        outstanding Certificate Principal Balance (or Notional Amount) of such
        Certificate has been reduced to zero.

       

      Monthly
        Statement:
        The
        statement delivered pursuant to Section 6.06.

       

      Moody’s:
        Moody’s
        Investors Service, Inc.

       

      Mortgage:
        The
        mortgage, deed of trust or other instrument creating a first lien on or first
        priority ownership interest in an estate in fee simple in real property securing
        a Mortgage Note.

       

      Mortgage
        File:
        The
        mortgage documents listed in Section 2.01 hereof pertaining to a particular
        Mortgage Loan and any additional documents delivered to the Trustee or Custodian
        on its behalf to be added to the Mortgage File pursuant to this
        Agreement.

       

      Mortgage
        Loans:
        Such of
        the Mortgage Loans transferred and assigned to the Trustee pursuant to the
        provisions hereof, as from time to time are held as a part of the Trust Fund
        (including any REO Property), the mortgage loans so held being identified
        in the
        Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition
        of
        title of the related Mortgaged Property. Any mortgage loan that was intended
        by
        the parties hereto to be transferred to the Trust Fund as indicated by such
        Mortgage Loan Schedule which is in fact not so transferred for any reason
        including, without limitation, a breach of the representation contained in
        Section 2.03(b)(v) hereof, shall continue to be a Mortgage Loan hereunder
        until
        the Purchase Price with respect thereto has been paid to the Trust
        Fund.

       

      Mortgage
        Loan Purchase Agreement:
        Shall
        mean the Mortgage Loan Purchase Agreement, dated as of January 31, 2006,
        between
        the Sponsor, as seller and the Depositor, as purchaser.

       

      Mortgage
        Loan Purchase Price:
        The
        price, calculated as set forth in Section 11.01, to be paid in connection
        with
        the repurchase of the Mortgage Loans pursuant to Section 11.01.

       

      Mortgage
        Loan Schedule:
        The
        list of Mortgage Loans (as from time to time amended by the Seller to reflect
        the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage
        Loans pursuant to the provisions of this Agreement) transferred to the Trustee
        as part of the Trust Fund and from time to time subject to this Agreement,
        the
        initial Mortgage Loan Schedule being attached hereto as Exhibit B, setting
        forth
        the following information with respect to each Mortgage Loan:

       

      
        	 	
                (i)

              	
                the
                  loan number;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Loan Group;

              


      

       

      
        	 	
                (iii)

              	
                the
                  Mortgage Rate in effect as of the Cut-off
                  Date;

              


      

       

      
        	 	
                (iv)

              	
                the
                  Servicer (or the Company, if it services the Mortgage Loan), the
                  Servicing
                  Fee Rate;

              


      

       

      
        	 	
                (v)

              	
                the
                  LPMI Fee, if applicable;

              


      

       

      
        	 	
                (vi)

              	
                the
                  Net Mortgage Rate in effect as of the Cut-off
                  Date;

              


      

       

      
        	 	
                (vii)

              	
                the
                  maturity date;

              


      

       

      
        	 	
                (viii)

              	
                the
                  original principal balance;

              


      

       

      
        	 	
                (ix)

              	
                the
                  Cut-off Date Principal Balance;

              


      

       

      
        	 	
                (x)

              	
                the
                  original term;

              


      

       

      
        	 	
                (xi)

              	
                the
                  remaining term;

              


      

       

      
        	 	
                (xii)

              	
                the
                  property type; and

              


      

       

      
        	 	
                (xiii)

              	
                the
                  MIN with respect to each Mortgage
                  Loan.

              


      

       

      Such
        schedule shall also set forth the aggregate Cut-off Date Principal Balance
        for
        all of the Mortgage Loans in each Loan Group.

       

      Mortgage
        Note:
        The
        original executed note or other evidence of indebtedness of a Mortgagor under
        a
        Mortgage Loan.

       

      Mortgage
        Rate:
        The
        annual rate of interest borne by a Mortgage Note.

       

      Mortgaged
        Property:
        The
        underlying property securing a Mortgage Loan.

       

      Mortgagor:
        The
        obligors on a Mortgage Note.

       

      Net
        Interest Shortfalls:
        The
        Interest Shortfalls net of payments by the related Servicer or the Master
        Servicer in respect of Compensating Interest.

       

      Net
        Monthly Excess Cashflow:
        With
        respect to any Distribution Date and Loan Group I, the sum of (a) any Group
        I
        Overcollateralization Release Amount for such Distribution Date and (b) the
        Remaining Excess Spread for Loan Group I for such Distribution Date. 

       

      Net
        Mortgage Rate:
        As to
        each Mortgage Loan, and at any time, the per annum rate equal to the related
        Mortgage Rate less the sum of (i) the Servicing Fee Rate, (ii) the Master
        Servicing Fee Rate and (iii) the rate at which the LPMI Fee is calculated,
        if
        any.

       

      Net
        WAC Rate Carryover Amount:
        With
        respect to each Class of Group I Offered Certificates and Class I-B-4
        Certificates and any Distribution Date, an amount equal to the sum of (i)
        the
        excess, if any, of (x) the amount of interest such Class would have been
        entitled to receive on such Distribution Date if the Pass-Through Rate
        applicable to such Class would not have been reduced by the related Interest
        Rate Cap on such Distribution Date over (y) the amount of interest paid on
        such
        Distribution Date if the Pass-Through Rate is limited by the related Interest
        Rate Cap plus (ii) the related Net WAC Rate Carryover Amount for the previous
        Distribution Date not previously distributed together with interest thereon
        at a
        rate equal to the Pass-Through Rate for such Class for the most recently
        ended
        Interest Accrual Period.

       

      Net
        WAC Reserve Fund:
        Shall
        mean the separate trust account created and maintained by the Securities
        Administrator pursuant to Section 6.08 hereof.

       

      Net
        WAC Reserve Fund Deposit:
        With
        respect to the Net WAC Reserve Fund, an amount equal to $5,000, which the
        Depositor shall deposit into the Net WAC Reserve Fund pursuant to Section
        6.08
        hereof.

       

      Non-Book-Entry
        Certificate:
        Any
        Certificate other than a Book-Entry Certificate.

       

      Non-Discount
        Mortgage Loan:
        With
        respect to Loan Group II-1 or Loan Group II-2, any Mortgage Loan in such
        Loan
        Group with a Net Mortgage Rate greater than or equal to 5.50% or 6.00% per
        annum, respectively.

       

      Non-PO
        Percentage:
        With
        respect to any Mortgage Loan in Loan Group II-1 or Loan Group II-2 with a
        Net
        Mortgage Rate less than 5.50% or 6.00% per annum, respectively, a fraction,
        expressed as a percentage, (x) the numerator of which is equal to the related
        Net Mortgage Rate, and (y) the denominator of which is equal to 5.50% or
        6.00%
        per annum, respectively. With respect to Non-Discount Mortgage Loans,
        100%.

       

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

       

      Notice
        of Nonpayment:
        Written
        notice in the form of Exhibit A to the Policy.

       

      Notional
        Amount:
        (i)
        With respect to the Class II-1X Certificates, the aggregate Stated Principal
        Balance of the Mortgage Loans in Loan Group II-1 and (ii) with respect to
        the
        Class II-2X Certificates, the aggregate Stated Principal Balance of the Mortgage
        Loans in Loan Group II-2. For federal income tax purposes, however, the Notional
        Amount of the Class II-1X Certificates is an amount equal to the Uncertificated
        Notional Amount of REMIC II Regular Interest I-X, and the Notional Amount
        of the
        Class II-2X Certificates is an amount equal to the Uncertificated Notional
        Amount of REMIC II Regular Interest II-X.

       

      With
        respect to the Class I-C Certificates and any Distribution Date, an amount
        equal
        to the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
        I.
        The initial Notional Amount of the Class I-C Certificates shall be
        $479,487,431.01. For federal income tax purposes, however, the Class I-C
        Certificates will have a Notional Amount equal to the aggregate Uncertificated
        Principal Balance of the REMIC I Regular Interests (other than REMIC I Regular
        Interest I-P).

       

      Offered
        Certificates:
        Any of
        the Class I-A-1, Class I-A-2, Class I-M-1, Class I-M-2, Class I-M-3, Class
        I-B-1, Class I-B-2, Class I-B-3, Class II-1A-1, Class II-1A-2, Class II-2A-1,
        Class II-2A-2, Class II-1X, Class II-1PO, Class II-1R-1, Class II-1R-2, Class
        II-2PO, Class II-2X, Class II-B-1, Class II-B-2 and Class II-B-3.

       

      Officer’s
        Certificate:
        A
        certificate (i) signed by the Chairman of the Board, the Vice Chairman of
        the
        Board, the President, a Vice President (however denominated), an Assistant
        Vice
        President, the Treasurer, the Secretary, or one of the assistant treasurers
        or
        assistant secretaries of the Depositor, the Seller, any Servicer or the Master
        Servicer (or any other officer customarily performing functions similar to
        those
        performed by any of the above designated officers and also to whom, with
        respect
        to a particular matter, such matter is referred because of such officer’s
        knowledge of and familiarity with a particular subject) or (ii), if provided
        for
        in this Agreement, signed by a Servicing Officer, as the case may be, and
        delivered to the Depositor, the Sponsor, the Securities Administrator, the
        Master Servicer and/or the Trustee, as the case may be, as required by this
        Agreement.

       

      One-Month
        LIBOR:
        With
        respect to any Interest Accrual Period and the LIBOR Certificates, the rate
        determined by the Securities Administrator on the related Interest Determination
        Date on the basis of the rate for U.S. dollar deposits for one month that
        appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such
        Interest Determination Date. If
        such
        rate does not appear on such page (or such other page as may replace that
        page
        on that service, or if such service is no longer offered, such other service
        for
        displaying One-Month LIBOR or comparable rates as may be reasonably selected
        by
        the Securities Administrator), One-Month LIBOR for the applicable Interest
        Accrual Period will be the Reference Bank Rate. If no such quotations can
        be
        obtained by the Securities Administrator and no Reference Bank Rate is
        available, One-Month LIBOR shall be One-Month LIBOR applicable to the preceding
        Interest Accrual Period. The establishment of One-Month LIBOR on each Interest
        Determination Date by the Securities Administrator and the Securities
        Administrator’s calculation of the rate of interest applicable to the LIBOR
        Certificates for the related Interest Accrual Period shall, in the absence
        of
        manifest error, be final and binding. 

       

      Opinion
        of Counsel:
        A
        written opinion of counsel, who may be counsel for the Sponsor, the Depositor,
        the Company or the Master Servicer, reasonably acceptable to each addressee
        of
        such opinion; provided that with respect to Section 2.05, 8.05, 8.07 or 12.01,
        or the interpretation or application of the REMIC Provisions, such counsel
        must
        (i) in fact be independent of the Sponsor, Depositor, the Company and the
        Master
        Servicer, (ii) not have any direct financial interest in the Sponsor, Depositor,
        the Company or the Master Servicer or in any affiliate of either, and (iii)
        not
        be connected with the Sponsor, Depositor, the Company or the Master Servicer
        as
        an officer, employee, promoter, underwriter, trustee, partner, director or
        person performing similar functions.

       

      Original
        Subordinate Principal Balance:
        As of
        any Distribution Date, shall mean the aggregate Certificate Principal Balance
        of
        the Group II Subordinate Certificates as of the Closing Date.

       

      Original
        Value:
        The
        value of the property underlying a Mortgage Loan based, in the case of the
        purchase of the underlying Mortgaged Property, on the lower of an appraisal
        or
        the sales price of such property or, in the case of a refinancing, on an
        appraisal.

       

      Originator:
        With
        respect to each Mortgage Loan, shall mean the originator set forth in the
        Mortgage Loan Schedule for such Mortgage Loan.

       

      OTS:
        The
        Office of Thrift Supervision.

       

      Outstanding:
        With
        respect to the Certificates as of any date of determination, all Certificates
        theretofore executed and authenticated under this Agreement except:

       

      (a) Certificates
        theretofore canceled by the Securities Administrator or delivered to the
        Securities Administrator for cancellation; and

       

      (b) Certificates
        in exchange for which or in lieu of which other Certificates have been executed
        and delivered by the Securities Administrator pursuant to this
        Agreement.

       

      Outstanding
        Mortgage Loan:
        As of
        any date of determination, a Mortgage Loan with a Stated Principal Balance
        greater than zero that was not the subject of a Principal Prepayment in full,
        and that did not become a Liquidated Loan, prior to the end of the related
        Prepayment Period.

       

      Ownership
        Interest:
        As to
        any Certificate, any ownership interest in such Certificate including any
        interest in such Certificate as the Holder thereof and any other interest
        therein, whether direct or indirect, legal or beneficial.

       

      Pass-Through
        Rate:
        With
        respect to each Class of Certificates (other than the Class II-1PO, Class
        II-2PO, Class I-P, Class II-P and Class R Certificates), the Class I-A-1
        Pass-Through Rate, Class I-A-2 Pass-Through Rate, Class I-M-1 Pass-Through
        Rate,
        Class I-M-2 Pass-Through Rate, Class I-M-3 Pass-Through Rate, Class I-B-1
        Pass-Through Rate, Class I-B-2 Pass-Through Rate, Class I-B-3 Pass-Through
        Rate,
        Class I-B-4 Pass-Through Rate, Class I-C Pass-Through Rate, Class II-1A-1
        Pass-Through Rate, Class II-1A-2 Pass-Through Rate, Class II-2A-1 Pass-Through
        Rate, Class II-2A-2 Pass-Through Rate, Class II-1X Pass-Through Rate, Class
        II-2X Pass-Through Rate or Class II-B Pass-Through Rate, as
        applicable.

       

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

       

      Paying
        Agent:
        The
        Securities Administrator, in its capacity as paying agent, and its successors
        and assigns.

       

      Percentage
        Interest:
        With
        respect to any Certificate of a specified Class, the Percentage Interest
        set
        forth on the face thereof or the percentage obtained by dividing the
        Denomination of such Certificate by the aggregate of the Denominations of
        all
        Certificates of the such Class.

       

      Permitted
        Investments:
        At any
        time, any one or more of the following obligations and securities:

       

      (i) obligations
        of the United States or any agency thereof, provided such obligations are
        backed
        by the full faith and credit of the United States;

       

      (ii) general
        obligations of or obligations guaranteed by any state of the United States
        or
        the District of Columbia receiving the highest long-term debt rating of each
        Rating Agency, or such lower rating as will not result in the downgrading
        or
        withdrawal of the ratings then assigned to the Certificates by each Rating
        Agency;

       

      (iii) commercial
        or finance company paper which is then receiving the highest commercial or
        finance company paper rating of each Rating Agency, or such lower rating
        as will
        not result in the downgrading or withdrawal of the ratings then assigned
        to the
        Certificates by each Rating Agency;

       

      (iv) certificates
        of deposit, demand or time deposits, or bankers’ acceptances issued by any
        depository institution or trust company incorporated under the laws of the
        United States or of any state thereof and subject to supervision and examination
        by federal and/or state banking authorities (including the Trustee in its
        commercial banking capacity), provided that the commercial paper and/or long
        term unsecured debt obligations of such depository institution or trust company
        are then rated one of the two highest long-term and the highest short-term
        ratings of each such Rating Agency for such securities, or such lower ratings
        as
        will not result in the downgrading or withdrawal of the rating then assigned
        to
        the Certificates by any Rating Agency;

       

      (v) demand
        or
        time deposits or certificates of deposit issued by any bank or trust company
        or
        savings institution to the extent that such deposits are fully insured by
        the
        FDIC;

       

      (vi) guaranteed
        reinvestment agreements issued by any bank, insurance company or other
        corporation containing, at the time of the issuance of such agreements, such
        terms and conditions as will not result in the downgrading or withdrawal
        of the
        rating then assigned to the Certificates by any such Rating Agency;

       

      (vii) repurchase
        obligations with respect to any security described in clauses (i) and (ii)
        above, in either case entered into with a depository institution or trust
        company (acting as principal) described in clause (iv) above;

       

      (viii) securities
        (other than stripped bonds, stripped coupons or instruments sold at a purchase
        price in excess of 115% of the face amount thereof) bearing interest or sold
        at
        a discount issued by any corporation incorporated under the laws of the United
        States or any state thereof which, at the time of such investment, have one
        of
        the two highest long term ratings of each Rating Agency (except if the Rating
        Agency is Moody’s, such rating shall be the highest commercial paper rating of
        Moody’s for any such securities), or such lower rating as will not result in the
        downgrading or withdrawal of the rating then assigned to the Certificates
        by any
        Rating Agency, as evidenced by a signed writing delivered by each Rating
        Agency;

       

      (ix) interests
        in any money market fund (including any such fund managed or advised by the
        Trustee or Master Servicer or any affiliate thereof) which at the date of
        acquisition of the interests in such fund and throughout the time such interests
        are held in such fund has the highest applicable long term rating by each
        Rating
        Agency rating such fund or such lower rating as will not result in the
        downgrading or withdrawal of the ratings then assigned to the Certificates
        by
        each Rating Agency;

       

      (x) short
        term investment funds sponsored by any trust company or banking association
        incorporated under the laws of the United States or any state thereof (including
        any such fund managed or advised by the Trustee or any affiliate thereof)
        which
        on the date of acquisition has been rated by each Rating Agency in their
        respective highest applicable rating category or such lower rating as will
        not
        result in the downgrading or withdrawal of the ratings then assigned to the
        Certificates by each Rating Agency; and

       

      (xi) such
        other investments having a specified stated maturity and bearing interest
        or
        sold at a discount acceptable to each Rating Agency as will not result in
        the
        downgrading or withdrawal of the rating then assigned to the Certificates
        by any
        Rating Agency, as evidenced by a signed writing delivered by each Rating
        Agency;

       

      provided,
        that no such instrument shall be a Permitted Investment if such instrument
        (i)
        evidences the right to receive interest only payments with respect to the
        obligations underlying such instrument, (ii) is purchased at a premium or
        (iii)
        is purchased at a deep discount; provided further that no such instrument
        shall
        be a Permitted Investment (A) if such instrument evidences principal and
        interest payments derived from obligations underlying such instrument and
        the
        interest payments with respect to such instrument provide a yield to maturity
        of
        greater than 120% of the yield to maturity at par of such underlying
        obligations, or (B) if it may be redeemed at a price below the purchase price
        (the foregoing clause (B) not to apply to investments in units of money market
        funds pursuant to clause (vi) above); provided further that no amount
        beneficially owned by any REMIC may be invested in investments (other than
        money
        market funds) treated as equity interests for federal income tax purposes,
        unless the Master Servicer shall receive an Opinion of Counsel, at the expense
        of the Master Servicer, to the effect that such investment will not adversely
        affect the status of any such REMIC as a REMIC under the Code or result in
        imposition of a tax on any such REMIC. Permitted Investments that are subject
        to
        prepayment or call may not be purchased at a price in excess of
        par.

       

      Permitted
        Transferee:
        Any
        Person (x) other than (i) the United States, any State or political subdivision
        thereof, any possession of the United States or any agency or instrumentality
        of
        any of the foregoing, (ii) a foreign government, International Organization
        or
        any agency or instrumentality of either of the foregoing, (iii) an organization
        (except certain farmers’ cooperatives described in section 521 of the Code) that
        is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
        by section 511 of the Code on unrelated business taxable income) on any excess
        inclusions (as defined in section 860E(c)(1) of the Code) with respect to
        any
        Residual Certificate, (iv) rural electric and telephone cooperatives described
        in section 1381(a)(2)(C) of the Code or (v) an electing large partnership
        within
        the meaning of Section 775(a) of the Code, (y) that is a citizen or resident
        of
        the United States, a corporation, partnership (other than a partnership that
        has
        any direct or indirect foreign partners) or other entity (treated as a
        corporation or a partnership for federal income tax purposes), created or
        organized in or under the laws of the United States, any State thereof or
        the
        District of Columbia, an estate whose income from sources without the United
        States is includible in gross income for United States federal income tax
        purposes regardless of its connection with the conduct of a trade or business
        within the United States, or a trust if a court within the United States
        is able
        to exercise primary supervision over the administration of the trust and
        one or
        more United States persons have authority to control all substantial decisions
        of the trust or if it has a valid election in effect under applicable U.S.
        Treasury regulations to be treated as a United States person and (z) other
        than
        any other Person so designated by the Trustee or Securities Administrator
        based
        upon an Opinion of Counsel addressed to the Trustee or Securities Administrator
        (which shall not be an expense of the Trustee or Securities Administrator)
        that
        states that the Transfer of an Ownership Interest in a Residual Certificate
        to
        such Person may cause REMIC I, REMIC II or REMIC III to fail to qualify as
        a
        REMIC at any time that any Certificates are Outstanding. The terms “United
        States,” “State” and “International Organization” shall have the meanings set
        forth in section 7701 of the Code or successor provisions. A corporation
        will
        not be treated as an instrumentality of the United States or of any State
        or
        political subdivision thereof for these purposes if all of its activities
        are
        subject to tax and, with the exception of Freddie Mac, a majority of its
        board
        of directors is not selected by such government unit.

       

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

       

      PHH:
        PHH
        Mortgage Corporation, and any successor thereto.

       

      PHH
        Assignment Agreement:
        The
        Assignment, Assumption and Recognition Agreement, dated as of January 31,
        2006,
        by and among the Sponsor, PHH, Bishop’s Gate and the Trustee evidencing the
        assignment of the PHH Servicing Agreement to the Trust, attached hereto as
        Exhibit R-4.

       

      PHH
        Loans:
        Those
        Mortgage Loans subject to this Agreement which were purchased by the Sponsor
        from PHH and Bishop’s Gate pursuant to the PHH Servicing Agreement.

       

      PHH
        Servicing Agreement:
        The
        Purchase, Warranties and Servicing Agreement, dated as of October 23, 2001,
        by
        and among the Seller, PHH, as successor to Cendant Mortgage Corporation,
        and
        Bishop’s Gate, as amended, attached hereto as Exhibit Q-4, as modified by the
        PHH Assignment Agreement.

       

      Policy:
        The
        Financial Guaranty Insurance Policy, policy number 06030015, including any
        endorsements thereto, issued by the Insurer with respect to the Class I-A-2
        Certificates, in the form attached hereto as Exhibit M.

       

      Policy
        Payments Account:
        The
        separate Eligible Account created and maintained by the Securities Administrator
        pursuant to Section 6.10(c) in the name of the Trustee for the benefit of
        the
        Class I-A-2 Certificateholders and designated “U.S. Bank National Association,
        in trust for registered holders of Bear Stearns Asset Backed Securities I
        Trust
        2006-AC1, Asset-Backed Certificates, Series 2006-AC1, Class I-A-2.” Funds in the
        Policy Payments Account shall be held in trust for the Class I-A-2
        Certificateholders for the uses and purposes set forth in this
        Agreement.

       

      PO
        Percentage:
        With
        respect to Loan Group II-1 and any related Discount Mortgage Loan a fraction,
        expressed as a percentage, equal to 5.50% per annum minus the Net Mortgage
        Rate
        thereof divided by 5.50% per annum, and with respect to Loan Group II-2 and
        any
        related Discount Mortgage Loan a fraction, expressed as a percentage, equal
        to
        6.00% per annum minus the Net Mortgage Rate thereof divided by 6.00% per
        annum.

       

      Preference
        Amount:
        The
        portion or all of any amount that is insured under the Policy that was
        previously distributed to a Class I-A-2 Certificateholder and is recoverable
        and
        recovered from such Class I-A-2 Certificateholder as a voidable preference
        by a
        trustee in bankruptcy pursuant to the U.S. Bankruptcy Code, pursuant to a
        final
        non-appealable order of a court exercising proper jurisdiction in an insolvency
        proceeding.

       

      Prepayment
        Assumption:
        The
        applicable rate of prepayment, as described in the Prospectus Supplement
        relating to each Class of Offered Certificates.

       

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

       

      Prepayment
        Charge Waiver Amount:
        Any
        amount paid by the Company or related Servicer to the Master Servicer in
        respect
        of waived Prepayment Charges pursuant to Section 5.01(a).

       

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

       

      Prepayment
        Interest Shortfall:
        With
        respect to any Distribution Date, for each Mortgage Loan that was the subject
        of
        a partial Principal Prepayment, a Principal Prepayment in full, or that became
        a
        Liquidated Loan during the related Prepayment Period, (other than a Principal
        Prepayment in full resulting from the purchase of a Mortgage Loan pursuant
        to
        Section 2.02, 2.03, 4.21 or 11.01 hereof), the amount, if any, by which (i)
        one
        month’s interest at the applicable Net Mortgage Rate on the Stated Principal
        Balance of such Mortgage Loan immediately prior to such prepayment (or
        liquidation) or in the case of a partial Principal Prepayment on the amount
        of
        such prepayment (or liquidation proceeds) exceeds (ii) the amount of interest
        paid or collected in connection with such Principal Prepayment or such
        liquidation proceeds less the sum of (a) the related Servicing Fee and (b)
        the
        LPMI Fee, if any.

       

      Prepayment
        Period:
        As to
        any Distribution Date and (i) each EMC Mortgage Loan, the period commencing
        on
        the 16th
        day of
        the month prior to the month in which the related Distribution Date occurs
        and
        ending on the 15th
        day of
        the month in which such Distribution Date occurs and (ii) any other Mortgage
        Loan, the period set forth in the related Servicing Agreement.

       

      Primary
        Mortgage Insurance Policy:
        Any
        primary mortgage guaranty insurance policy issued in connection with a Mortgage
        Loan which provides compensation to a Mortgage Note holder in the event of
        default by the obligor under such Mortgage Note or the related security
        instrument, if any or any replacement policy therefor through the related
        Interest Accrual Period for such Class relating to a Distribution
        Date.

       

      Principal
        Distribution Amount:
        With
        respect to Loan Group I and any Distribution Date, the sum of (a) the Group
        I
        Basic Principal Distribution Amount for such Distribution Date and (b) any
        Group
        I Extra Principal Distribution Amount for such Distribution Date.

       

      Principal
        Funds:
        With
        respect to any Distribution Date and each Loan Group, (i) the sum, without
        duplication, of (a) all scheduled principal collected on the related Mortgage
        Loans during the related Due Period, (b) all Advances relating to principal
        made
        with respect to the Mortgage Loans in the related Loan Group remitted by
        the
        related Servicer or Master Servicer, as applicable, on or prior to the
        Remittance Date, (c) Principal Prepayments with respect to the Mortgage Loans
        in
        the related Loan Group exclusive of Prepayment Charges or penalties collected
        during the related Prepayment Period, (d) the Stated Principal Balance of
        each
        Mortgage Loan in the related Loan Group that was repurchased by the Sponsor
        pursuant to Sections 2.02 or 2.03 or by EMC pursuant to Section 4.21, (e)
        the
        aggregate of all Substitution Adjustment Amounts with respect to the related
        Mortgage Loans for the related Determination Date in connection with the
        substitution of related Mortgage Loans pursuant to Section 2.03(d), (e) all
        Liquidation Proceeds and Subsequent Recoveries with respect to the Mortgage
        Loans in the related Loan Group collected during the related Prepayment Period
        (to the extent such Liquidation Proceeds and Subsequent Recoveries relate
        to
        principal) and remitted by the Company or the related Servicer to the
        Distribution Account pursuant to this Agreement or the related Servicing
        Agreement and (f) amounts in respect of principal paid by the Majority Class
        I-C
        Certificateholder or EMC and its designee, as applicable, pursuant to Section
        11.01 minus (ii) all related amounts required to be reimbursed pursuant to
        Sections 5.02, 5.05 and 5.09 or as otherwise set forth in this
        Agreement.

       

      Principal
        Remittance Amount:
        With
        respect to each Distribution Date and Loan Group I, the sum of the amounts
        listed in clauses (a) through (e) of the definition of Principal
        Funds.

       

      Principal
        Prepayment:
        Any
        Mortgagor payment or other recovery of (or proceeds with respect to) principal
        on a Mortgage Loan (including loans purchased or repurchased under Sections
        2.02, 2.03, 4.21 and 11.01 hereof) that is received in advance of its scheduled
        Due Date and is not accompanied by an amount as to interest representing
        scheduled interest due on any date or dates in any month or months subsequent
        to
        the month of prepayment. Partial Principal Prepayments shall be applied by
        the
        Company or the related Servicer, as appropriate, in accordance with the terms
        of
        the related Mortgage Note.

       

      Private
        Certificates:
        Any of
        the Class I-B-4, Class II-B-4, Class II-B-5, Class II-B-6, Class I-C, Class
        II-P
        and Class I-R-1 Certificates.

       

      Prospectus
        Supplement:
        The
        Prospectus Supplement dated January 31, 2006 relating to the public offering
        of
        the Offered Certificates.

       

      Protected
        Account:
        Each
        account established and maintained by the Company with respect to receipts
        on
        the Mortgage Loans and REO Property in accordance with Section 5.01 hereof
        or by
        the related Servicer in accordance with the related Servicing
        Agreement.

       

      PUD:
        A
        Planned Unit Development.

       

      Purchase
        Price:
        With
        respect to any Mortgage Loan required to be repurchased by the Sponsor pursuant
        to Section 2.02 or 2.03 hereof, an amount equal to the sum of (i) 100% of
        the
        outstanding principal balance of the Mortgage Loan as of the date of such
        purchase plus (ii) accrued interest thereon at the applicable Mortgage Rate
        through the first day of the month in which the Purchase Price is to be
        distributed to Certificateholders, reduced by any portion of the Servicing
        Fee,
        Servicing Advances and Advances payable to the purchaser of the Mortgage
        Loan
        plus and (iii) any costs and damages (if any) incurred by the Trust in
        connection with any violation of such Mortgage Loan of any predatory lending
        laws.

       

      Rating
        Agency:
        Each of
        Moody’s and S&P. If any such organization or its successor is no longer in
        existence, “Rating Agency” shall be a nationally recognized statistical rating
        organization, or other comparable Person, designated by the Depositor, notice
        of
        which designation shall be given to the Trustee. References herein to a given
        rating category of a Rating Agency shall mean such rating category without
        giving effect to any modifiers.

       

      Realized
        Loss:
        With
        respect to each Mortgage Loan as to which a Final Recovery Determination
        has
        been made, an amount (not less than zero) equal to (i) the unpaid principal
        balance of such Mortgage Loan as of the commencement of the calendar month
        in
        which the Final Recovery Determination was made, plus (ii) accrued interest
        from
        the Due Date as to which interest was last paid by the Mortgagor through
        the end
        of the calendar month in which such Final Recovery Determination was made,
        calculated in the case of each calendar month during such period (A) at an
        annual rate equal to the annual rate at which interest was then accruing
        on such
        Mortgage Loan and (B) on a principal amount equal to the Stated Principal
        Balance of such Mortgage Loan as of the close of business on the Distribution
        Date during such calendar month, minus (v) the proceeds, if any, received
        in
        respect of such Mortgage Loan during the calendar month in which such Final
        Recovery Determination was made, net of amounts that are payable therefrom
        to
        the Company pursuant to this Agreement or the applicable Servicer pursuant
        to
        the related Servicing Agreement. In addition, to the extent the Master Servicer
        receives Subsequent Recoveries with respect to any Mortgage Loan, the amount
        of
        the Realized Loss with respect to that Mortgage Loan will be reduced to the
        extent such recoveries are distributed to any Class of related Subordinate
        Certificates or applied to increase Excess Spread on the related Loan Group
        on
        any Distribution Date.

       

      With
        respect to any REO Property as to which a Final Recovery Determination has
        been
        made, an amount (not less than zero) equal to (i) the unpaid principal balance
        of the related Mortgage Loan as of the date of acquisition of such REO Property
        on behalf of REMIC I or REMIC II, as applicable, plus (ii) accrued interest
        from
        the Due Date as to which interest was last paid by the Mortgagor in respect
        of
        the related Mortgage Loan through the end of the calendar month immediately
        preceding the calendar month in which such REO Property was acquired, calculated
        in the case of each calendar month during such period (A) at an annual rate
        equal to the annual rate at which interest was then accruing on the related
        Mortgage Loan and (B) on a principal amount equal to the Stated Principal
        Balance of the related Mortgage Loan as of the close of business on the
        Distribution Date during such calendar month, plus (iii) REO Imputed Interest
        for such REO Property for each calendar month commencing with the calendar
        month
        in which such REO Property was acquired and ending with the calendar month
        in
        which such Final Recovery Determination was made, minus (iv) the aggregate
        of
        all unreimbursed Advances and Servicing Advances.

       

      With
        respect to each Mortgage Loan which has become the subject of a Deficient
        Valuation, the difference between the principal balance of the Mortgage Loan
        outstanding immediately prior to such Deficient Valuation and the principal
        balance of the Mortgage Loan as reduced by the Deficient Valuation.

       

      With
        respect to each Mortgage Loan which has become the subject of a Debt Service
        Reduction, the portion, if any, of the reduction in each affected Monthly
        Payment attributable to a reduction in the Mortgage Rate imposed by a court
        of
        competent jurisdiction. Each such Realized Loss shall be deemed to have been
        incurred on the Due Date for each affected Monthly Payment.

       

      Record
        Date:
        With
        respect to all of the Certificates (other than the Class I-M Certificates
        and
        the Class I-B Certificates) and any Distribution Date, the close of business
        on
        the last Business Day of the month preceding the month in which such
        Distribution Date occurs. With respect to any Distribution Date and the Class
        I-M Certificates and Class I-B Certificates, so long as such Certificates
        are
        Book-Entry Certificates, the Business Day preceding such Distribution Date,
        and
        otherwise, the close of business on the last Business Day of the month preceding
        the month in which such Distribution Date occurs.

       

      Reference
        Banks:
        Shall
        mean leading banks selected by the Securities Administrator and engaged in
        transactions in Eurodollar deposits in the international Eurocurrency market
        (i)
        with an established place of business in London, (ii) which have been designated
        as such by the Securities Administrator and (iii) which are not controlling,
        controlled by, or under common control with, the Depositor, the Sponsor or
        the
        Master Servicer.

       

      Reference
        Bank Rate:
        With
        respect to any Interest Accrual Period shall mean the arithmetic mean, rounded
        upwards, if necessary, to the nearest whole multiple of 0.03125%, of the
        offered
        rates for United States dollar deposits for one month that are quoted by
        the
        Reference Banks as of 11:00 a.m., New York City time, on the related Interest
        Determination Date to prime banks in the London interbank market for a period
        of
        one month in an amount approximately equal to the aggregate Certificate
        Principal Balance of the LIBOR Certificates for such Interest Accrual Period,
        provided that at least two such Reference Banks provide such rate. If fewer
        than
        two offered rates appear, the Reference Bank Rate will be the arithmetic
        mean,
        rounded upwards, if necessary, to the nearest whole multiple of 0.03125%,
        of the
        rates quoted by one or more major banks in New York City, selected by the
        Securities Administrator, as of 11:00 a.m., New York City time, on such date
        for
        loans in United States dollars to leading European banks for a period of
        one
        month in amounts approximately equal to the aggregate Certificate Principal
        Balance of the LIBOR Certificates for such Interest Accrual Period.

       

      Regular
        Certificate:
        Any
        Certificate other than a Residual Certificate.

       

      Regular
        Interest:
        A
“regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the
        Code.

       

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

       

      Reimbursement
        Amount:
        The sum
        of (a) the aggregate unreimbursed amount of any payments made by the Insurer
        under the Policy, together with interest on such amount from the date of
        payment
        by the Insurer until paid in full at the Late Payment Rate (as defined in
        the
        Insurance Agreement) and (b) any other amounts owed to the Insurer under
        the
        Insurance Agreement or pursuant to Section 6.10 of this Agreement.

       

      Relief
        Act:
        The
        Servicemembers Civil Relief Act, as amended, or any similar state or local
        law.

       

      Remaining
        Excess Spread:
        With
        respect to Loan Group I and any Distribution Date, the Excess Spread for
        Loan
        Group I, less the sum of (i) any Group I Overcollateralization Increase Amount,
        in each case, for such Distribution Date and (ii) any unpaid Reimbursement
        Amount related to interest or principal draws not previously paid to the
        Insurer
        other than pursuant to Section 6.10.

       

      REMIC:
        A “real
        estate mortgage investment conduit” within the meaning of section 860D of the
        Code.

       

      REMIC
        I:
        The
        segregated pool of assets described in Section 6.07(a).

       

      REMIC
        I Interest Loss Allocation Amount:
        With
        respect to any Distribution Date, an amount equal to (a) the product of (i)
        the
        aggregate Stated Principal Balance of Loan Group I and related REO Properties
        then outstanding and (ii) the Uncertificated REMIC I Pass-Through Rate for
        REMIC
        I Regular Interest AA minus the REMIC I Marker Rate, divided by (b)
        12.

       

      REMIC
        I Marker Rate:
        With
        respect to the Class I-C Certificates and any Distribution Date, a per annum
        rate equal to two (2) times the weighted average of the Uncertificated REMIC
        I
        Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I
        Regular
        Interests AA and I-P), with the rate on each such REMIC I Regular Interest
        (other than REMIC I Regular Interest ZZ) subject to a cap equal to the
        Pass-Through Rate for the Corresponding Certificate and with the rate on
        REMIC I
        Regular Interest ZZ subject to a cap of zero for the purpose of this
        calculation; provided, however, that solely for this purpose, the related
        cap
        with respect to each REMIC I Regular Interest (other than REMIC I Regular
        Interests AA, ZZ and I-P) shall be multiplied by a fraction, the numerator
        of
        which is 30 and the denominator of which is the actual number of days in
        the
        Interest Accrual Period.

       

      REMIC
        I Maximum Interest Deferral Amount:
        With
        respect to any Distribution Date, the excess of (i) accrued interest at the
        Uncertificated REMIC I Pass-Through Rate applicable to REMIC I Regular Interest
        ZZ for such Distribution Date on a balance equal to the Uncertificated Principal
        Balance of REMIC I Regular Interest ZZ minus the REMIC I Overcollateralization
        Amount, in each case for such Distribution Date, over (ii) the Uncertificated
        Accrued Interest on each REMIC I Regular Interest for which a Class I-A,
        Class
        I-M or Class I-B Certificate is a Corresponding Certificate for such
        Distribution Date, with the rate on each such REMIC I Regular Interest subject
        to a cap equal to the Pass-Through Rate for the Corresponding Certificate;
        provided, however, that solely for this purpose, the related cap with respect
        to
        each REMIC I Regular Interest (other than REMIC I Regular Interests AA, ZZ
        and
        I-P) shall be multiplied by a fraction, the numerator of which is 30 and
        the
        denominator of which is the actual number of days in the Interest Accrual
        Period.

       

      REMIC
        I Overcollateralization Amount:
        With
        respect to any date of determination, (i) 1% of the aggregate Uncertificated
        Principal Balance of the REMIC I Regular Interests (other than REMIC I Regular
        Interest I-P) minus (ii) the aggregate Uncertificated Principal Balance of
        each
        REMIC I Regular Interest for which a Class I-A, Class I-M or Class I-B
        Certificate is a Corresponding Certificate, in each case as of such date
        of
        determination.

       

      REMIC
        I Overcollateralization Target Amount:
        1% of
        the Group I Overcollateralization Target Amount.

       

      REMIC
        I Principal Loss Allocation Amount:
        With
        respect to any Distribution Date, an amount equal to the product of (i) the
        aggregate Stated Principal Balance of Loan Group I and related REO Properties
        then outstanding and (ii) 1 minus a fraction, the numerator of which is two
        (2)
        times the aggregate Uncertificated Principal Balance of each REMIC I Regular
        Interest for which a Class I-A, Class I-M or Class I-B Certificate is a
        Corresponding Certificate, and the denominator of which is the aggregate
        Uncertificated Principal Balance of each REMIC I Regular Interest for which
        a
        Class I-A, Class I-M or Class I-B Certificate is a Corresponding Certificate and
        REMIC I Regular Interest ZZ.

       

      REMIC
        I Regular Interests:
        REMIC I
        Regular Interest AA, REMIC I Regular Interest I-A-1, REMIC I Regular Interest
        I-A-2, REMIC I Regular Interest I-M-1, REMIC I Regular Interest I-M-2, REMIC
        I
        Regular Interest I-M-3, REMIC I Regular Interest I-B-1, REMIC I Regular Interest
        I-B-2, REMIC I Regular Interest I-B-3, REMIC I Regular Interest I-B-4, REMIC
        I
        Regular Interest ZZ and REMIC I Regular Interest I-P.

       

      REMIC
        I Regular Interest AA:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest AA shall accrue interest at the related Uncertificated REMIC I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest I-A-1:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest I-A-1 shall accrue interest at the related Uncertificated REMIC
        I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest I-A-2:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest I-A-2 shall accrue interest at the related Uncertificated REMIC
        I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest I-B-1:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest I-B-1 shall accrue interest at the related Uncertificated REMIC
        I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest I-B-2:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest I-B-2 shall accrue interest at the related Uncertificated REMIC
        I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest I-B-3:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest I-B-3 shall accrue interest at the related Uncertificated REMIC
        I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest I-B-4:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest I-B-4 shall accrue interest at the related Uncertificated REMIC
        I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest I-M-1:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest I-M-1 shall accrue interest at the related Uncertificated REMIC
        I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest I-M-2:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest I-M-2 shall accrue interest at the related Uncertificated REMIC
        I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest I-M-3:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest I-M-3 shall accrue interest at the related Uncertificated REMIC
        I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest I-P:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest I-P will not accrue interest and shall be entitled to distributions
        of
        principal, subject to the terms and conditions hereof, in an aggregate amount
        equal to its initial Uncertificated Principal Balance as set forth in the
        Preliminary Statement hereto.

       

      REMIC
        I Regular Interest ZZ:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest ZZ shall accrue interest at the related Uncertificated REMIC I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II:
        The
        segregated pool of assets described in Section 6.07(a).

       

      REMIC
        II Regular Interests:
        REMIC
        II Regular Interest I-X, REMIC II Regular Interest II-X, REMIC II Regular
        Interest I-PO, REMIC II Regular Interest II-PO, REMIC II Regular Interest
        I-P,
        REMIC II Regular Interest II-P, REMIC II Regular Interest 1-ZZZ, REMIC II
        Regular Interest 2-ZZZ, REMIC II Regular Interest 1-Sub, REMIC II Regular
        Interest 2-Sub and REMIC II Regular Interest II-1R-2.

       

      REMIC
        II Regular Interest 1-Sub:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest 1-Sub shall accrue interest at the related Uncertificated REMIC
        II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest 2-Sub:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest 2-Sub shall accrue interest at the related Uncertificated REMIC
        II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest 1-ZZZ:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest 1-ZZZ shall accrue interest at the related Uncertificated REMIC
        II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest 2-ZZZ:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest 2-ZZZ shall accrue interest at the related Uncertificated REMIC
        II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest II-1R-2:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest II-1R-2 will not accrue interest and shall be entitled to distributions
        of principal, subject to the terms and conditions hereof, in an aggregate
        amount
        equal to its initial Uncertificated Principal Balance as set forth in the
        Preliminary Statement hereto.

       

      REMIC
        II Regular Interest I-P:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest I-P will not accrue interest and shall be entitled to distributions
        of
        principal, subject to the terms and conditions hereof, in an aggregate amount
        equal to its initial Uncertificated Principal Balance as set forth in the
        Preliminary Statement hereto.

       

      REMIC
        II Regular Interest II-P:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest II-P will not accrue interest and shall be entitled to distributions
        of
        principal, subject to the terms and conditions hereof, in an aggregate amount
        equal to its initial Uncertificated Principal Balance as set forth in the
        Preliminary Statement hereto.

       

      REMIC
        II Regular Interest I-PO:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest I-PO will not accrue interest and shall be entitled to distributions
        of
        principal, subject to the terms and conditions hereof, in an aggregate amount
        equal to its initial Uncertificated Principal Balance as set forth in the
        Preliminary Statement hereto.

       

      REMIC
        II Regular Interest II-PO:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest II-PO will not accrue interest and shall be entitled to distributions
        of principal, subject to the terms and conditions hereof, in an aggregate
        amount
        equal to its initial Uncertificated Principal Balance as set forth in the
        Preliminary Statement hereto.

       

      REMIC
        II Regular Interest I-X:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest I-X shall
        accrue interest at the related Uncertificated REMIC II Pass-Through Rate
        in
        effect from time to time and shall not be entitled to distributions of
        principal.

       

      REMIC
        II Regular Interest II-X:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest II-X shall
        accrue interest at the related Uncertificated REMIC II Pass-Through Rate
        in
        effect from time to time and shall not be entitled to distributions of
        principal.

       

      REMIC
        II Subordinated Balance Ratio:
        The
        ratio among the Uncertificated Principal Balances of each of the REMIC II
        Regular Interests ending with the designation “Sub,” equal to the ratio among,
        with respect to each such REMIC II Regular Interest, the excess of (x) the
        aggregate Stated Principal Balance of the Mortgage Loans in Loan Group II-1
        and
        Loan Group II-2 (other than any principal balance attributable to the Class
        II-1PO Certificates and Class II-2PO Certificates), as applicable, over (y)
        the
        aggregate Certificate Principal Balance of the related Group II Senior
        Certificates (other than the Class II-1PO Certificates and Class II-2PO
        Certificates).

       

      REMIC
        III:
        The
        segregated pool of assets described in the Preliminary Statement consisting
        of
        the REMIC I Regular Interests and the REMIC II Regular Interests.

       

      REMIC
        III Certificates:
        The
        Regular Certificates and the Class II-1R-2 Certificates.

       

      REMIC
        Opinion:
        Shall
        mean an Opinion of Counsel to the effect that the proposed action will not
        have
        an adverse affect on any REMIC created hereunder.

       

      REMIC
        Provisions:
        Provisions of the federal income tax law relating to real estate mortgage
        investment conduits, which appear at Sections 860A through 860G of the Code,
        and
        related provisions, and proposed, temporary and final regulations and published
        rulings, notices and announcements promulgated thereunder, as the foregoing
        may
        be in effect from time to time, as well as provisions of applicable state
        laws.

       

      REMIC
        Regular Interest:
        A REMIC
        I Regular Interest, REMIC II Regular Interest or Regular
        Certificate.

       

      Remittance
        Date:
        Shall
        mean (i) with respect to the Company, the 23rd
        calendar
        day of each month or, if such day is not a Business Day, the Business Day
        immediately preceding the 23rd
        day of
        each month, and (ii) with respect to the related Servicer, the date specified
        in
        the related Servicing Agreement.

       

      Remittance
        Report:
        As
        defined in Section 6.04(g).

       

      REO
        Imputed Interest:
        As to
        any REO Property, for any calendar month during which such REO Property was
        at
        any time part of REMIC I or REMIC II, one month’s interest at the applicable Net
        Mortgage Rate on the Stated Principal Balance of such REO Property (or, in
        the
        case of the first such calendar month, of the related Mortgage Loan, if
        appropriate) as of the close of business on the Distribution Date in such
        calendar month.

       

      REO
        Property:
        A
        Mortgaged Property acquired by the Company or the related Servicer through
        foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
        Mortgage Loan.

       

      Replacement
        Mortgage Loan:
        A
        Mortgage Loan or Mortgage Loans in the aggregate substituted by the Sponsor
        for
        a Deleted Mortgage Loan, which must, on the date of such substitution, as
        confirmed in a Request for Release, (i) have a Stated Principal Balance,
        after
        deduction of the principal portion of the Scheduled Payment due in the month
        of
        substitution, not in excess of, and not less than 90% of, the Stated Principal
        Balance of the Deleted Mortgage Loan; (ii) have a fixed Mortgage Rate not
        less
        than or more than 1% per annum higher than the Mortgage Rate of the Deleted
        Mortgage Loan; (iii) have the same or higher credit quality characteristics
        than
        that of the Deleted Mortgage Loan; (iv) have a Loan-to-Value Ratio no higher
        than that of the Deleted Mortgage Loan; (v) have a remaining term to maturity
        no
        greater than (and not more than one year less than) that of the Deleted Mortgage
        Loan; (vi) not permit conversion of the Mortgage Rate from a fixed rate to
        a
        variable rate; (vii) have the same lien priority as the Deleted Mortgage
        Loan;
        (viii) constitute the same occupancy type as the Deleted Mortgage Loan or
        be
        owner occupied; and (ix) comply with each representation and warranty set
        forth
        in Section 2.03 hereof.

       

      Reportable
        Event:
        As
        defined in Section 4.18.

       

      Repurchase
        Price:
        With
        respect to each Mortgage Loan, a price equal to (i) the outstanding principal
        balance of such Mortgage Loan, plus (ii) interest on such outstanding principal
        balance at the Mortgage Rate (net of the Servicing Fee Rate) from the last
        date
        through which interest has been paid to the end of the month of repurchase,
        less
        (iii) amounts advanced by the Company or the related Servicer in respect
        of such
        repurchased Mortgage Loan which are being held in the Distribution Account
        for
        remittance to the Securities Administrator plus (iv) any costs and damages
        (if
        any) incurred by the Trust in connection with any violation of such Mortgage
        Loan of any anti-predatory lending laws.

       

      Request
        for Release:
        The
        Request for Release to be submitted by the Sponsor, the Company, the related
        Servicer or the Master Servicer to the Custodian substantially in the form
        of
        Exhibit G. Each Request for Release furnished to the Custodian by the Sponsor,
        the Company, the related Servicer or the Master Servicer shall be in duplicate
        and shall be executed by an officer of such Person or a Servicing Officer
        (or,
        if furnished electronically to the Custodian, shall be deemed to have been
        sent
        and executed by an officer of such Person or a Servicing Officer) of the
        Company
        or the related Servicer, as applicable.

       

      Required
        Insurance Policy:
        With
        respect to any Mortgage Loan, any insurance policy that is required to be
        maintained from time to time under this Agreement or the related Servicing
        Agreement.

       

      Residual
        Certificates:
        Any of
        the Class I-R-1, Class II-1R-1 and Class II-1R-2 Certificates, each evidencing
        the sole class of Residual Interests in the related REMIC.

       

      Residual
        Interest:
        The
        sole class of “residual interests” in a REMIC within the meaning of Section
        860G(a)(2) of the Code.

       

      Responsible
        Officer:
        With
        respect to the Trustee, any Vice President, any Assistant Vice President,
        the
        Secretary, any Assistant Secretary, or any Trust Officer with specific
        responsibility for the transactions contemplated hereby, any other officer
        customarily performing functions similar to those performed by any of the
        above
        designated officers or other officers of the Trustee specified by the Trustee,
        as to whom, with respect to a particular matter, such matter is referred
        because
        of such officer’s knowledge of and familiarity with the particular
        subject.

       

      S&P:
        Standard & Poor’s, a division of The McGraw-Hill Companies,
        Inc.

       

      Scheduled
        Payment:
        The
        scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
        to
        principal and/or interest on such Mortgage Loan.

       

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

       

      Securities
        Administrator:
        Wells
        Fargo Bank, National Association, in its capacity as securities administrator,
        transfer agent and paying agent hereunder, and its successors and
        assigns.

       

      Securities
        Administrator Information:
        As
        defined in Section 4.18(b).

       

      Seller:
        EMC in
        its capacity as seller of the Mortgage Loans to the Depositor.

       

      Senior
        Certificates:
        Any of
        the Group I Senior Certificates and Group II Senior Certificates.

       

      Senior
        Percentage:
        With
        respect to Loan Group II-1 and Loan Group II-2, the lesser of (a) 100% and
        (b)
        the percentage obtained by dividing the aggregate Certificate Principal Balance
        of the related Senior Certificates (other than the Class II-PO Certificates
        and
        Class II-X Certificates) immediately prior to such Distribution Date, by
        the
        aggregate Stated Principal Balance of the Mortgage Loans in the related Loan
        Group (other than the PO Percentage thereof with respect to the related Discount
        Mortgage Loans) as of the beginning of the related Due Period.

       

      Senior
        Prepayment Percentage:
        With
        respect to the Class II-1A Certificates and Class II-2A Certificates, on
        any
        Distribution Date occurring during the periods set forth below will be as
        follows:

       

      
        	
                Period
                  (dates inclusive)

              	
                Senior
                  Prepayment Percentage

              
	
                February
                  25, 2006 - January 25, 2011

              	
                100%
                  

              
	
                February
                  25, 2011 - January 25, 2012

              	
                Senior
                  Percentage for the related Certificates plus 70% of the related
                  Subordinate Percentage.

              
	
                February
                  25, 2012 - January 25, 2013

              	
                Senior
                  Percentage for the related Certificates plus 60% of the related
                  Subordinate Percentage.

              
	
                February
                  25, 2013 - January 25, 2014

              	
                Senior
                  Percentage for the related Certificates plus 40% of the related
                  Subordinate Percentage.

              
	
                February
                  25, 2014 - January 25, 2015

              	
                Senior
                  Percentage for the related Certificates plus 20% of the related
                  Subordinate Percentage.

              
	
                February
                  25, 2015 and thereafter

              	
                Senior
                  Percentage for the related
                  Certificates.

              


      

      Any
        scheduled reduction to the Senior Prepayment Percentage for the Class II-1A
        Certificates and Class II-2A Certificates shall not be made as of any
        Distribution Date unless, as of the last day of the month preceding such
        Distribution Date (1) the aggregate Stated Principal Balance of the Group
        II
        Mortgage Loans delinquent 60 days or more (including for this purpose any
        such
        Mortgage Loans in foreclosure and such Mortgage Loans with respect to which
        the
        related mortgaged property has been acquired by the Trust) averaged over
        the
        last six months, as a percentage of the aggregate Certificate Principal Balance
        of the Group II Subordinate Certificates does not exceed 50% and (2) cumulative
        Realized Losses on the Group II Mortgage Loans do not exceed (a) 30% of the
        aggregate Certificate Principal Balance of the Group II Subordinate Certificates
        as of the Closing Date (“Original Subordinate Principal Balance”) if such
        Distribution Date occurs between and including February 2011 and January
        2012,
        (b) 35% of the Original Subordinate Principal Balance if such Distribution
        Date
        occurs between and including February 2012 and January 2013, (c) 40% of the
        Original Subordinate Principal Balance if such Distribution Date occurs between
        and including February 2013 and January 2014, (d) 45% of the Original
        Subordinate Principal Balance if such Distribution Date occurs between and
        including February 2014 and January 2015, and (e) 50% of the Original
        Subordinate Principal Balance if such Distribution Date occurs during or
        after
        February 2015.

       

      Notwithstanding
        the foregoing, if on any Distribution Date, the percentage for Loan Group
        II-1
        or Loan Group II-2, the numerator of which is the aggregate Certificate
        Principal Balance of the related Group II Senior Certificates (other than
        the
        Class II-PO Certificates and Class II-X Certificates) immediately preceding
        such
        Distribution Date, and the denominator of which is the aggregate Stated
        Principal Balance of the Mortgage Loans in such Loan Group (other than the
        PO
        Percentage thereof with respect to the related Discount Mortgage Loans) as
        of
        the beginning of the related Due Period, exceeds such percentage as of the
        Cut-off Date, then the Senior Prepayment Percentage with respect to the Group
        II
        Senior Certificates for such Distribution Date will equal 100%.

       

      Servicer:
        Any of
        EMC, GreenPoint, Harbourside, HSBC, PHH, Union Federal or Wells Fargo and
        their
        successors and assigns.

       

      Servicing
        Advances:
        All
        customary, reasonable and necessary “out of pocket” costs and expenses
        (including reasonable legal fees) incurred in the performance by the Company
        or
        the related Servicer of its servicing obligations hereunder or under the
        related
        Servicing Agreement, including, but not limited to, the cost of (i) the
        preservation, restoration and protection of a Mortgaged Property, (ii) any
        enforcement or judicial proceedings, including foreclosures, and including
        any
        expenses incurred in relation to any such proceedings that result from the
        Mortgage Loan being registered in the MERS® System, (iii) the management and
        liquidation of any REO Property (including, without limitation, realtor’s
        commissions) and (iv) compliance with any obligations under Section 3.07
        hereof
        to cause insurance to be maintained.

       

      Servicing
        Agreement:
        Any of
        the GreenPoint Servicing Agreement, the Harbourside Servicing Agreement,
        the
        HSBC Servicing Agreement, the PHH Servicing Agreement, the Union Federal
        Servicing
        Agreement
        or the
        Wells Fargo Servicing Agreement.

       

      Servicing
        Criteria:
        The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
        amended from time to time, or those Servicing Criteria otherwise mutually
        agreed
        to by EMC, the Master Servicer, the Trustee and the applicable Servicer in
        response to evolving interpretations of Regulation AB and incorporated into
        a
        revised Exhibit N.

       

      Servicing
        Fee:
        As to
        each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
        the
        Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage
        Loan as of the Due Date in the month preceding the month in which Distribution
        Date occurs.

       

      Servicing
        Fee Rate:
        0.250%
        per annum.

       

      Servicing
        Modification:
        With
        respect to any Mortgage Loan that is in default or, in the reasonable judgment
        of the Company or the related Servicer, as to which default is reasonably
        foreseeable, any modification which is effected by the Company or the related
        Servicer in accordance with the terms of this Agreement or the related Servicing
        Agreement which results in any change in the outstanding Stated Principal
        Balance, any change in the Mortgage Rate or any extension of the term of
        such
        Mortgage Loan.

       

      Servicing
        Officer:
        Any
        officer of the Company or the related Servicer involved in, or responsible
        for,
        the administration and servicing of the Mortgage Loans (i) in the case of
        the
        Company, whose name and facsimile signature appear on a list of servicing
        officers furnished to the Trustee and the Insurer by the Company on the Closing
        Date pursuant to this Agreement, as such list may from time to time be amended
        and (ii) in the case of the related Servicer, as to which evidence reasonably
        acceptable to the Trustee, as applicable, of due authorization, by such party
        has been furnished from time to time to the Trustee.

       

      Sponsor:
        EMC
        Mortgage Corporation, a Delaware corporation, and its successors and assigns,
        in
        its capacity as seller of the Mortgage Loans to the Depositor.

       

      Startup
        Day:
        The
        Startup Day for each REMIC formed hereunder shall be the Closing
        Date.

       

      Stated
        Principal Balance:
        With
        respect to any Mortgage Loan or related REO Property and any Distribution
        Date,
        the Cut-off Date Principal Balance thereof minus the sum of (i) the principal
        portion of the Scheduled Payments due with respect to such Mortgage Loan
        during
        each Due Period ending prior to such Distribution Date (and irrespective
        of any
        delinquency in their payment), (ii) all Principal Prepayments with respect
        to
        such Mortgage Loan received prior to or during the related Prepayment Period,
        and all Liquidation Proceeds to the extent applied by the Company or the
        related
        Servicer as recoveries of principal in accordance with Section 3.09 or the
        related Servicing Agreement with respect to such Mortgage Loan, that were
        received by the Company or the related Servicer as of the close of business
        on
        the last day of the Prepayment Period related to such Distribution Date and
        (iii) any Realized Losses on such Mortgage Loan incurred during the related
        Prepayment Period. The Stated Principal Balance of a Liquidated Loan equals
        zero.

       

      Subordinate
        Certificates:
        Any of
        the Group I Subordinate Certificates and Group II Subordinate
        Certificates.

       

      Subordinate
        Certificate Writedown Amount:
        With
        respect to the Group II Subordinate Certificates, the amount by which (x)
        the
        sum of the Certificate Principal Balances of the Group II Certificates (other
        than the Class II-1R Certificates) (after giving effect to the distribution
        of
        principal and the allocation of Realized Losses in reduction of the Certificate
        Principal Balances of such Group II Certificates on such Distribution Date)
        exceeds (y) the Stated Principal Balances of the Mortgage Loans in Loan Group
        II
        on the Due Date related to such Distribution Date.

       

      Subordinate
        Optimal Principal Amount:
        With
        respect to the Group II Subordinate Certificates and each Distribution Date
        will
        be an amount equal to the sum of the following from the related Loan Group
        (but
        in no event greater than the aggregate Certificate Principal Balance of the
        Group II Subordinate Certificates immediately prior to such Distribution
        Date):

       

      (1) the
        applicable Subordinate Percentage of the related Non-PO Percentage of the
        principal portion of all Monthly Payments due on each Mortgage Loan in the
        related Loan Group on the related Due Date, as specified in the amortization
        schedule at the time applicable thereto (after adjustment for previous principal
        prepayments but before any adjustment to such amortization schedule by reason
        of
        any bankruptcy or similar proceeding or any moratorium or similar waiver
        or
        grace period);

       

      (2) the
        applicable Subordinate Prepayment Percentage of the related Non-PO Percentage
        of
        the Stated Principal Balance of each Mortgage Loan in the related Loan Group
        which was the subject of a prepayment in full received by the Master Servicer
        during the applicable Prepayment Period;

       

      (3) the
        applicable Subordinate Prepayment Percentage of the related Non-PO Percentage
        of
        all partial prepayments of principal received during the applicable Prepayment
        Period for each Mortgage Loan in the related Loan Group;

       

      (4) the
        excess, if any, of (a) the Net Liquidation Proceeds allocable to principal
        received during the related Prepayment Period in respect of each Liquidated
        Mortgage Loan in the related Loan Group over (b) the sum of the amounts
        distributable to the Holders of the related Senior Certificates pursuant
        to
        clause (4) of the definition of “Group II Principal Distribution Amount” and
        clause (iv) of the definition of “Class II-1PO Certificate Principal
        Distribution Amount” or “Class II-2PO Certificate Principal Distribution
        Amount,” as applicable, on such Distribution Date;

       

      (5) the
        applicable Subordinate Prepayment Percentage of the related Non-PO Percentage
        of
        the sum of (a) the Stated Principal Balance of each Mortgage Loan in the
        related
        Loan Group which was repurchased by EMC or its designee in connection with
        such
        Distribution Date and (b) the difference, if any, between the Stated Principal
        Balance of a Mortgage Loan in the related Loan Group that has been replaced
        by
        the EMC or its designee with a substitute Mortgage Loan pursuant to the Mortgage
        Loan Purchase Agreement in connection with such Distribution Date and the
        Stated
        Principal Balance of such substitute Mortgage Loan; and

       

      (6) on
        the
        Distribution Date on which the Certificate Principal Balances of the related
        Senior Certificates (other than the Interest Only Certificates, Class II-1PO
        Certificates and Class II-2PO Certificates) have all been reduced to zero,
        100%
        of any applicable Group II Principal Distribution Amount.

       

      Subordinate
        Percentage:
        As of
        any Distribution Date and with respect to each of Loan Group II-1 and Loan
        Group
        II-2, 100% minus the related Senior Percentage for the Senior Certificates
        related to such Loan Group.

       

      Subordinate
        Prepayment Percentage:
        As of
        any Distribution Date and with respect to each of Loan Group II-1 and Loan
        Group
        II-2, 100% minus the related Senior Prepayment Percentage for such Loan Group,
        except that on any Distribution Date after the Certificate Principal Balance
        of
        each Class of Group II Senior Certificates have each been reduced to zero,
        the
        Subordinate Prepayment Percentage for the Group II Subordinate Certificates
        with
        respect to such Loan Group will equal 100%.

       

      Subsequent
        Recoveries:
        As of
        any Distribution Date, amounts received by any Servicer or the Master Servicer
        during the related Due Period or surplus amounts held by the Master Servicer
        to
        cover estimated expenses (including, but not limited to, recoveries in respect
        of the representations and warranties made by the Sponsor pursuant to the
        Mortgage Loan Purchase Agreement) specifically related to a Liquidated Mortgage
        Loan or disposition of an REO Property prior to the related Prepayment Period
        that resulted in a Realized Loss, after the liquidation or disposition of
        such
        Mortgage Loan.

       

      Subservicing
        Agreement:
        Any
        agreement entered into between the Company and a subservicer with respect
        to the
        subservicing of any Mortgage Loan hereunder by such subservicer.

       

      Substitution
        Adjustment Amount:
        The
        meaning ascribed to such term pursuant to Section 2.03(d).

       

      Sub-Trust:
        Each of
        Loan Group I and Loan Group II.

       

      Successor
        Master Servicer:
        The
        meaning ascribed to such term pursuant to Section 9.01.

       

      Tax
        Matters Person:
        The
        person designated as “tax matters person” in the manner provided under Treasury
        Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The Holder of the
        greatest Percentage Interest in a Class of Residual Certificates shall be
        the
        Tax Matters Person for the related REMIC. The Securities Administrator or
        any
        successor thereto or assignee thereof shall serve as tax administrator hereunder
        and as agent for the related Tax Matters Person.

       

      Transaction
        Documents:
        This
        Agreement, the Mortgage Loan Purchase Agreement, the Custodial Agreement,
        the
        Insurance Agreement, the Indemnification Agreement (as defined in the Insurance
        Agreement) and the Underwriting Agreement. 

       

      Transfer
        Affidavit:
        As
        defined in Section 7.02(c).

       

      Transfer:
        Any
        direct or indirect transfer or sale of any Ownership Interest in a
        Certificate.

       

      Trust
        or Trust Fund:
        The
        corpus of the trust created hereunder consisting of (i) the Mortgage Loans
        and
        all interest accruing and principal due with respect thereto after the Cut-off
        Date to the extent not applied in computing the Cut-off Date Principal Balance
        thereof; (ii) the Class P Certificate Accounts, the Net WAC Reserve Fund,
        the
        Distribution Account, the Distribution Account maintained by the Securities
        Administrator and the Protected Accounts maintained by the Company and the
        Servicers and all amounts deposited therein pursuant to the applicable
        provisions of this Agreement and the Servicing Agreements; (iii) property
        that
        secured a Mortgage Loan and has been acquired by foreclosure, deed in lieu
        of
        foreclosure or otherwise; (iv) the mortgagee’s rights under the Insurance
        Policies with respect to the Mortgage Loans; (v) the Servicing Agreements
        and
        the Assignment Agreements; (vi) the rights under the Mortgage Loan Purchase
        Agreement; (vii) for the benefit of the Class I-A-2 Certificates only, the
        Policy; and (viii) all proceeds of the foregoing, including proceeds of
        conversion, voluntary or involuntary, of any of the foregoing into cash or
        other
        liquid property. The Net WAC Reserve Fund and Prepayment Charge Waiver Amounts
        shall not be included in REMIC I, REMIC II or REMIC III.

       

      Trustee:
        U.S.
        Bank National Association, a national banking association, for the benefit
        of
        the Certificateholders under this Agreement, and any successor thereto, and
        any
        corporation or national banking association resulting from or surviving any
        consolidation or merger to which it or its successors may be a party and
        any
        successor trustee as may from time to time be serving as successor trustee
        hereunder.

       

      Uncertificated
        Accrued Interest:
        With
        respect to each REMIC I Regular Interest or REMIC II Regular Interest, as
        applicable, on each Distribution Date, an amount equal to one month’s interest
        at the related Uncertificated REMIC I Pass-Through Rate or Uncertificated
        REMIC
        II Pass-Through Rate, as applicable, on the Uncertificated Principal Balance
        or
        Uncertificated Notional Amount of such REMIC Regular Interest. In each case,
        Uncertificated Accrued Interest will be reduced by any Net Interest Shortfalls
        in respect of Loan Group I or Loan Group II, as applicable (allocated to
        such
        REMIC Regular Interests as set forth in Section 1.02).

       

      Uncertificated
        Notional Amount:
        With
        respect to REMIC II Regular Interest I-X, the aggregate Stated Principal
        Balance
        of the Mortgage Loans in Loan Group II-1. With respect to REMIC II Regular
        Interest II-X, the aggregate Stated Principal Balance of the Mortgage Loans
        in
        Loan Group II-2. 

       

      Uncertificated
        Principal Balance:
        With
        respect to each REMIC I Regular Interest or REMIC II Regular Interest, as
        applicable, the principal amount of such REMIC Regular Interest outstanding
        as
        of any date of determination. As of the Closing Date, the Uncertificated
        Principal Balance of each REMIC I Regular Interest and REMIC II Regular
        Interest, as applicable, shall equal the amount set forth in the Preliminary
        Statement hereto as its initial Uncertificated Principal Balance. On each
        Distribution Date, the Uncertificated Principal Balance of each REMIC I Regular
        Interest and REMIC II Regular Interest, as applicable, shall be reduced by
        all
        distributions of principal made on such REMIC Regular Interest on such
        Distribution Date pursuant to Section 6.07 and, if and to the extent necessary
        and appropriate, shall be further reduced on such Distribution Date by Realized
        Losses as provided in Section 6.05, and the Uncertificated Principal Balance
        of
        REMIC I Regular Interest ZZ shall be increased by interest deferrals as provided
        in Section 6.07(b)(i). The Uncertificated Principal Balance of each REMIC
        I
        Regular Interest and REMIC II Regular Interest, as applicable, shall never
        be
        less than zero.

       

      Uncertificated
        REMIC I Pass-Through Rate:
        With
        respect to any REMIC I Regular Interest other than REMIC I Regular Interest
        I-P
        and any Distribution Date, a per annum rate equal to the weighted average
        of the
        Net Mortgage Rates of all of the Mortgage Loans in Loan Group I as of the
        first
        day of the related Due Period, weighted on the basis of the Stated Principal
        Balances of the Mortgage Loans in Loan Group I as of the first day of the
        related Due Period. With respect to REMIC I Regular Interest I-P and any
        Distribution Date, 0.00%. 

       

      Uncertificated
        REMIC II Pass-Through Rate:
        

       

      With
        respect to the REMIC II Regular Interests other than REMIC II Regular Interests
        I-X and II-X, the applicable Uncertificated REMIC II Pass-Through Rate for
        each
        such REMIC II Regular Interest as set forth in the Preliminary
        Statement.

       

      With
        respect to REMIC II Regular Interest I-X, a rate per annum equal to the weighted
        average of the excess, if any, of (a) the Net Mortgage Rates on the Mortgage
        Loans in Loan Group II-1 over (b) 5.500% per annum.

       

      With
        respect to REMIC II Regular Interest II-X, a rate per annum equal to the
        weighted average of the excess, if any, of (a) the Net Mortgage Rates on
        the
        Mortgage Loans in Loan Group II-2 over (b) 6.000% per annum.

       

      Voting
        Rights:
        The
        portion of the voting rights of all the Group I Certificates that is allocated
        to any Group I Certificate for purposes of the voting provisions hereunder
        shall
        be allocated as follows: (i) to the Group I Certificates (other than the
        Class
        I-P, Class I-C and Class I-R-1 Certificates), 95.50% of all voting rights
        with
        respect to matters relating to Loan Group I, and 47.75% of all voting rights
        with respect to matters relating to both Loan Groups, allocated among such
        Certificates in proportion to their respective outstanding Certificate Principal
        Balances, (ii) to the Class I-P Certificates, 1% with respect to matters
        relating to Loan Group I, and 0.50% with respect to matters relating to both
        Loan Groups, (iii) to the Class I-C Certificates, 3% with respect to matters
        relating to Loan Group I, and 1.50% with respect to matters relating to both
        Loan Groups, and (iv) to the Class I-R-1 Certificates, 0.50% with respect
        to
        matters relating to Loan Group I, and 0.25% with respect to matters relating
        to
        both Loan Groups. The portion of the voting rights of all the Group II
        Certificates that is allocated to any Group II Certificate for purposes of
        the
        voting provisions hereunder shall be allocated as follows: (i) to the Group
        II
        Certificates (other than the Class II-1X, Class II-2X, Class II-1P, Class
        II-2P,
        Class II-1R-1 and Class II-1R-2 Certificates), 95.00% with respect to matters
        relating to Loan Group II, and 47.50% with respect to matters relating to
        both
        Loan Groups, (ii) to each of the Class II-1X, Class II-2X, Class II-1P and
        Class
        II-2P Certificates, 1% with respect to matters relating to Loan Group II,
        and
        0.50% with respect to matters relating to both Loan Groups, and (iii) to
        each of
        the Class II-1R-1 Certificates and Class II-1R-2 Certificates, 0.50% with
        respect to matters relating to Loan Group II, and 0.25% with respect to matters
        relating to both Loan Groups. The allocation among the Certificates, other
        than
        the Class I-P, Class I-C, Class I-R-1, Class II-1X, Class II-2X, Class II-1P
        and
        Class II-2P Certificates will be in proportion to the Certificate Principal
        Balance of each such Class relative to the Certificate Principal Balance
        of all
        other such Classes. Voting Rights will be allocated among the Certificates
        of
        each such Class in accordance with their respective Percentage Interests.
        For so
        long as there is no Insurer Default, each Holder of a Class I-A-2 Certificate
        agrees that the Insurer shall be treated by the Depositor, the Master Servicer
        and the Trustee as if the Insurer were the Holder of all Class I-A-2
        Certificates for the purpose (and solely for the purpose) of the giving of
        any
        consent, the making of any direction or the exercise of any voting or other
        control rights otherwise given the Holders of the Class I-A-2 Certificates
        hereunder without any further consent of the Holders of the Class I-A-2
        Certificates and such holders shall not exercise such rights without the
        prior
        written consent of the Insurer. Matters which solely affect the Group I
        Certificates or Group II Certificates will be voted on solely by the related
        Classes.

       

      Wells
        Fargo:
        Wells
        Fargo Bank, N.A., and any successor thereto.

       

      Wells
        Fargo Assignment Agreement:
        The
        Assignment, Assumption and Recognition Agreement, dated as of January 31,
        2006,
        by and among the Sponsor, Wells Fargo and the Trustee evidencing the assignment
        of the Wells Fargo Servicing Agreement to the Trust, attached hereto as Exhibit
        R-4.

       

      Wells
        Fargo Loans:
        Those
        Mortgage Loans subject to this Agreement which were purchased by the Sponsor
        from Wells Fargo pursuant to the Wells Fargo Servicing Agreement.

       

      Wells
        Fargo Servicing Agreement:
        The
        Purchase, Warranties and Servicing Agreement, dated as of October 1, 2004,
        by
        and between the Sponsor and Wells Fargo, as amended, attached hereto as Exhibit
        Q-4, as modified by the Wells Fargo Assignment Agreement.

       

      Section
        1.02  Allocation
        of Certain Interest Shortfalls. For purposes of calculating the amount of
        the
        Monthly Interest Distributable Amount for the Class I-A-1, Class I-A-2, Class
        I-M-1, Class I-M-2, Class I-M-3, Class I-B-1, Class I-B-2, Class I-B-3, Class
        I-B-4 and Class I-C Certificates for any Distribution Date, (1) the aggregate
        amount of any Net Interest Shortfalls in respect of Loan Group I for any
        Distribution Date shall be allocated first, in reduction of amounts otherwise
        distributable to the Class I-C Certificates and Class I-R-1 Certificates,
        and thereafter,
        among the Group I Offered Certificates and Class I-B-4 Certificates in
        proportion to the amount of the Monthly Interest Distributable Amount that
        would
        have been allocated to such Certificates in the absence of such Net Interest
        Shortfalls, and (2) the interest portion of Realized Losses for Loan Group
        I
        will be allocated first, to the Class I-C Certificates based on, and to the
        extent of, one month’s interest distributable to such Certificates, second to
        the Class I-B-4 Certificates, third to the Class I-B-3 Certificates, fourth
        to
        the Class I-B-2 Certificates, fifth to the Class I-B-1 Certificates, sixth
        to
        the Class I-M-3 Certificates, seventh to the Class I-M-2 Certificates, eighth
        to
        the Class I-M-1 Certificates, and following the Cross-Over Date, ninth to
        the
        Group I Senior Certificates, on a pro rata basis, in each case, based on,
        and to
        the extent of, one month’s interest at the then applicable respective
        Pass-Through Rates on the respective Certificate Principal Balances of each
        such
        Certificate.

       

      For
        purposes of calculating the amount of Uncertificated Accrued Interest for
        the
        REMIC I Regular Interests (other than REMIC I Regular Interest I-P) for any
        Distribution Date, the aggregate amount of any Net Interest Shortfalls incurred
        in respect of Loan Group I for any Distribution Date shall be
        allocated first,
        to
        Uncertificated Accrued Interest payable to REMIC I Regular Interest AA and
        REMIC
        I Regular Interest ZZ up to an aggregate amount equal to the REMIC I Interest
        Loss Allocation Amount, 98% and 2%, respectively, and thereafter among REMIC
        I
        Regular Interest AA, each REMIC I Regular Interest for which a Class I-A,
        Class
        I-M or Class I-B Certificate is a Corresponding Certificate and REMIC I Regular
        Interest ZZ, pro rata, in each case based on, and to the extent of, one month’s
        interest at the then applicable respective Uncertificated REMIC I Pass-Through
        Rates on the respective Uncertificated Principal Balances of each such REMIC
        I
        Regular Interest.

       

      For
        purposes of calculating the amount of the Accrued Certificate Interest for
        the
        Class II-A, Class II-X and Class II-B Certificates for any Distribution Date,
        (1) the aggregate amount of any Net Interest Shortfalls in respect of Loan
        Group
        II for any Distribution Date shall be allocated first, among the Group II
        Offered Certificates and the Class II-B-4, Class II-B-5 and Class II-B-6
        Certificates in proportion to the amount of the Accrued Certificate Interest
        that would have been allocated to such Certificates in the absence of such
        Net
        Interest Shortfalls, and (2) the interest portion of Realized Losses for
        Loan
        Group II shall be allocated first, to the Class II-B-6 Certificates, second
        to
        the Class II-B-5 Certificates, third to the Class II-B-4 Certificates, fourth
        to
        the Class II-B-3 Certificates, fifth to the Class II-B-2 Certificates and
        sixth
        to the Class II-B-1 Certificates, and following the Cross-Over Date, fourth
        to
        the Group II Senior Certificates (other than the Class II-PO Certificates),
        on a
        pro rata basis.

       

      For
        purposes of calculating the amount of Uncertificated Accrued Interest for
        the
        REMIC II Regular Interests (other than REMIC II Regular Interest I-P, II-P,
        I-PO, II-PO and II-1R-2) for any Distribution Date, the aggregate amount
        of any
        Net Interest Shortfalls incurred in respect of Loan Group II for any
        Distribution Date shall be allocated, among
        REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-ZZZ, REMIC II
        Regular Interest 2-Sub, REMIC II Regular Interest 2-ZZZ, REMIC II Regular
        Interest I-X and REMIC II Regular Interest II-X, pro rata, based on, and
        to the
        extent of, one month’s interest at the then applicable respective Uncertificated
        REMIC II Pass-Through Rates on the respective Uncertificated Principal Balances
        of each such REMIC II Regular Interest.

       

      



      


      ARTICLE
        II

       

      CONVEYANCE
        OF TRUST FUND

      REPRESENTATIONS
        AND WARRANTIES

       

      Section
        2.01  Conveyance
        of Trust Fund. Pursuant to the Mortgage Loan Purchase Agreement, the Sponsor
        sold, transferred, assigned, set over and otherwise conveyed to the Depositor,
        without recourse, all the right, title and interest of the Sponsor in and
        to the
        assets in the Trust Fund.

       

      The
        Sponsor has entered into this Agreement in consideration for the purchase
        of the
        Mortgage Loans by the Depositor pursuant to the Mortgage Loan Purchase Agreement
        and has agreed to take the actions specified herein.

       

      The
        Depositor, concurrently with the execution and delivery hereof, hereby sells,
        transfers, assigns, sets over and otherwise conveys to the Trustee for the
        use
        and benefit of the Certificateholders and the Insurer without recourse, all
        the
        right, title and interest of the Depositor in and to the Trust Fund. In
        addition, on or prior to the Closing Date, the Depositor shall cause the
        Insurer
        to deliver the Policy to the Trustee with a copy to the Securities
        Administrator.

       

      In
        connection with such sale, the Depositor has delivered to, and deposited
        with,
        the Trustee or the Custodian, as its agent, the following documents or
        instruments with respect to each Mortgage Loan so assigned: (i) the original
        Mortgage Note, including any riders thereto, endorsed without recourse (A)
        to
        the order of “U.S. Bank National Association, as Trustee for Certificateholders
        of Bear Stearns Asset Backed Securities I LLC, Asset Backed Certificates,
        Series
        2006-AC1,” or (B) in the case of a loan registered on the MERS system, in blank,
        and in each case showing to the extent available to the Sponsor an unbroken
        chain of endorsements from the original payee thereof to the Person endorsing
        it
        to the Trustee, (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)
        unless the Mortgage Loan is a MOM 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 Trustee of
        the
        Mortgage with respect to each Mortgage Loan in the name of “U.S. Bank National
        Association, as Trustee for Certificateholders of Bear Stearns Asset Backed
        Securities I LLC, Asset Backed Certificates, Series 2006-AC1,” which shall have
        been recorded (or if clause (x) in the proviso below applies, shall be in
        recordable form) (iv) an original or a copy of all intervening assignments
        of
        the Mortgage, if any, to the extent available to the Sponsor, with evidence
        of
        recording thereon, (v) the original policy of title insurance or mortgagee’s
        certificate of title insurance or commitment or binder for title insurance,
        if
        available, or a copy thereof, or, in the event that such original title
        insurance policy is unavailable, a photocopy thereof, or in lieu thereof,
        a
        current lien search on the related Mortgaged Property and (vi) originals
        or
        copies of all available assumption, modification or substitution agreements,
        if
        any; provided, however, that in lieu of the foregoing, the Sponsor may deliver
        the following documents, under the circumstances set forth below: (x) if
        any
        Mortgage, assignment thereof to the Trustee 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 Depositor may deliver a true copy thereof with a certification by the
        Sponsor or the title company issuing the commitment for title insurance,
        on the
        face of such copy, substantially as follows: “Certified to be a true and correct
        copy of the original, which has been transmitted for recording”; and (y) in lieu
        of the Mortgage Notes relating to the Mortgage Loans identified in the list
        set
        forth in Exhibit I, the Depositor may deliver a lost note affidavit and
        indemnity 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 Depositor, in lieu
        of
        delivering the above documents, may deliver to the Trustee and its Custodian
        a
        certification of a Servicing Officer to such effect and in such case shall
        deposit all amounts paid in respect of such Mortgage Loans, in the Distribution
        Account on the Closing Date. In the case of the documents referred to in
        clause
        (x) above, the Depositor shall deliver such documents to the Trustee or its
        Custodian promptly after they are received. The Sponsor 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
        Trustee to be submitted for recording promptly after the Closing Date provided
        that the Sponsor 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 and the Insurer delivered by the Sponsor 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 MERS is
        identified on the Mortgage or on a properly recorded assignment of the Mortgage
        as mortgagee of record solely as nominee for Sponsor and its successors and
        assigns. In the event that the Sponsor, the Depositor or the Master Servicer
        gives written notice to the Trustee that a court has recharacterized the
        sale of
        the Mortgage Loans as a financing, the Sponsor shall submit or cause to be
        submitted for recording as specified above or, should the Sponsor fail to
        perform such obligations, the Master Servicer shall cause each such previously
        unrecorded assignment to be submitted for recording as specified above at
        the
        expense of the Trust. In the event a Mortgage File is released to the Company
        or
        the Servicer as a result of such Person having completed a Request for Release,
        the Custodian shall, if not so completed, complete the assignment of the
        related
        Mortgage in the manner specified in clause (iii) above.

       

      In
        connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Sponsor further agrees that it will cause, at the Sponsor’s own
        expense, within 30 days after the Closing Date, the MERS® System to indicate
        that such Mortgage Loans have been assigned by the Sponsor to the Depositor
        and
        by the Depositor to the Trustee in accordance with this Agreement for the
        benefit of the Certificateholders and the Certificate Insurer by including
        (or
        deleting, in the case of Mortgage Loans which are repurchased in accordance
        with
        this Agreement) in such computer files (a) the code in the field which
        identifies the specific Trustee and (b) the code in the field “Pool Field” which
        identifies the series of the Certificates issued in connection with such
        Mortgage Loans. The Sponsor further agrees that it will not, and will not
        permit
        the Company, any Servicer or the Master Servicer to, and the Master Servicer
        agrees that it will not, alter the codes referenced in this paragraph with
        respect to any Mortgage Loan during the term of this Agreement unless and
        until
        such Mortgage Loan is repurchased in accordance with the terms of this Agreement
        or the Mortgage Loan Purchase Agreement.

       

      Section
        2.02  Acceptance
        of the Mortgage Loans. 

       

      (a)  Based
        on
        the Initial Certification received by it from the Custodian, the Trustee
        acknowledges receipt of, subject to the further review and exceptions reported
        by the Custodian pursuant to the procedures described below, the documents
        (or
        certified copies thereof) delivered to the Trustee or the Custodian on its
        behalf pursuant to Section 2.01 and declares that it holds and will continue
        to
        hold directly or through a custodian those documents and any amendments,
        replacements or supplements thereto and all other assets of the Trust Fund
        delivered to it in trust for the use and benefit of all present and future
        Holders of the Certificates and the Insurer. On the Closing Date, the Trustee
        or
        the Custodian on its behalf will deliver the Sponsor, the Trustee and the
        Insurer an Initial Certification confirming whether or not it has received
        the
        Mortgage File for each Mortgage Loan, but without review of such Mortgage
        File,
        except to the extent necessary to confirm whether such Mortgage File contains
        the original Mortgage Note or a lost note affidavit and indemnity in lieu
        thereof. No later than 90 days after the Closing Date, the Trustee or the
        Custodian on its behalf shall, for the benefit of the Certificateholders
        and the
        Insurer, review each Mortgage File delivered to it and execute and deliver
        to
        the Sponsor and the Insurer and, if reviewed by the Custodian, the Trustee,
        an
        Interim Certification. In conducting such review, the Trustee or the Custodian
        on its behalf will ascertain whether all required documents have been executed
        and received and whether those documents relate, determined on the basis
        of the
        Mortgagor name, original principal balance and loan number, to the Mortgage
        Loans identified in Exhibit B to this Agreement, as supplemented (provided,
        however, that with respect to those documents described in subclauses (iv)
        and
        (vi) of Section 2.01, such obligations shall extend only to documents actually
        delivered pursuant to such subclauses). In performing any such review, the
        Trustee and the Custodian may conclusively rely on the purported due execution
        and genuineness of any such document and on the purported genuineness of
        any
        signature thereon. If the Trustee or the Custodian on its behalf finds any
        document constituting part of the Mortgage File not to have been executed
        or
        received, or to be unrelated to the Mortgage Loans identified in Exhibit
        B or to
        appear to be defective on its face, the Trustee or the Custodian on its behalf
        shall include such information in the exception report. The Sponsor shall
        correct or cure any such defect or, if prior to the end of the second
        anniversary of the Closing Date, the Sponsor may substitute for the related
        Mortgage Loan a Replacement Mortgage Loan, which substitution shall be
        accomplished in the manner and subject to the conditions set forth in Section
        2.03 or shall deliver to the Trustee and the Insurer an Opinion of Counsel
        addressed to the Trustee to the effect that such defect does not materially
        or
        adversely affect the interests of the Certificateholders or the Insurer in
        such
        Mortgage Loan (such determination to be made without regard to the Policy)
        within 60 days from the date of notice from the Trustee of the defect and
        if the
        Sponsor fails to correct or cure the defect or deliver such opinion within
        such
        period, the Sponsor will, subject to Section 2.03, within 90 days from the
        notification of the Trustee purchase such Mortgage Loan at the Purchase Price;
        provided, however, that if such defect relates solely to the inability of
        the
        Sponsor to deliver the Mortgage, assignment thereof to the Trustee, or
        intervening assignments thereof with evidence of recording thereon because
        such
        documents have been submitted for recording and have not been returned by
        the
        applicable jurisdiction, the Sponsor shall not be required to purchase such
        Mortgage Loan if the Sponsor delivers such documents promptly upon receipt,
        but
        in no event later than 360 days after the Closing Date.

       

      (b)  No
        later
        than 180 days after the Closing Date, the Trustee or the Custodian on its
        behalf
        will review, for the benefit of the Certificateholders and the Insurer, the
        Mortgage Files and will execute and deliver or cause to be executed and
        delivered to the Sponsor and the Insurer and, if reviewed by the Custodian,
        the
        Trustee, a Final Certification. In conducting such review, the Trustee or
        the
        Custodian on its behalf will ascertain whether each document required to
        be
        recorded has been returned from the recording office with evidence of recording
        thereon and the Trustee or the Custodian on its behalf has received either
        an
        original or a copy thereof, as required in Section 2.01 (provided, however,
        that
        with respect to those documents described in subclauses (iv) and (vi) of
        Section
        2.01, such obligations shall extend only to documents actually delivered
        pursuant to such subclauses). If the Trustee or the Custodian on its behalf
        finds any document with respect to a Mortgage Loan has not been received,
        or to
        be unrelated, determined on the basis of the Mortgagor name, original principal
        balance and loan number, to the Mortgage Loans identified in Exhibit B or
        to
        appear defective on its face, the Trustee or the Custodian on its behalf
        shall
        note such defect in the exception report attached to the Final Certification
        and
        shall promptly notify the Sponsor and the Insurer. The Sponsor shall correct
        or
        cure any such defect or, if prior to the end of the second anniversary of
        the
        Closing Date, the Sponsor may substitute for the related Mortgage Loan a
        Replacement Mortgage Loan, which substitution shall be accomplished in the
        manner and subject to the conditions set forth in Section 2.03 or shall deliver
        to the Trustee and the Insurer an Opinion of Counsel addressed to the Trustee
        to
        the effect that such defect does not materially or adversely affect the
        interests of Certificateholders or the Insurer in such Mortgage Loan (such
        determination to be made without regard to the Policy within 60 days from
        the
        date of notice from the Trustee of the defect and if the Sponsor is unable
        within such period to correct or cure such defect, or to substitute the related
        Mortgage Loan with a Replacement Mortgage Loan or to deliver such opinion,
        the
        Sponsor shall, subject to Section 2.03, within 90 days from the notification
        of
        the Trustee, purchase such Mortgage Loan at the Purchase Price; provided,
        however, that if such defect relates solely to the inability of the Sponsor
        to
        deliver the Mortgage, assignment thereof to the Trustee or intervening
        assignments thereof with evidence of recording thereon, because such documents
        have not been returned by the applicable jurisdiction, the Sponsor shall
        not be
        required to purchase such Mortgage Loan, if the Sponsor delivers such documents
        promptly upon receipt, but in no event later than 360 days after the Closing
        Date.

       

      (c)  In
        the
        event that a Mortgage Loan is purchased by the Sponsor in accordance with
        subsections 2.02(a) or (b) above or Section 2.03, the Sponsor shall remit
        the
        applicable Purchase Price to the Securities Administrator, for deposit in
        the
        Distribution Account and shall provide written notice to the Trustee and
        the
        Insurer detailing the components of the Purchase Price, signed by a Servicing
        Officer. Upon deposit of the Purchase Price in the Distribution Account and
        upon
        receipt of a Request for Release with respect to such Mortgage Loan, the
        Trustee
        or the Custodian will release to the Sponsor the related Mortgage File and
        the
        Trustee shall execute and deliver all instruments of transfer or assignment,
        without recourse, representation or warranty furnished to it by the Sponsor,
        as
        are necessary to vest in the Sponsor title to and rights under the Mortgage
        Loan. Such purchase shall be deemed to have occurred on the date on which
        the
        deposit into the Distribution Account was made. The Trustee shall promptly
        notify the Rating Agencies and the Insurer of such repurchase. The obligation
        of
        the Sponsor to cure, repurchase or substitute for any Mortgage Loan as to
        which
        a defect in a constituent document exists shall be the sole remedies respecting
        such defect available to the Certificateholders and the Insurer or to the
        Trustee on their behalf.

       

      (d)  The
        Sponsor shall deliver to the Trustee or the Custodian on its behalf, and
        Trustee
        agrees to accept the Mortgage Note and other documents constituting the Mortgage
        File with respect to any Replacement Mortgage Loan, which the Trustee or
        the
        Custodian will review as provided in subsections 2.02(a) and 2.02(b), provided,
        that the Closing Date referred to therein shall instead be the date of delivery
        of the Mortgage File with respect to each Replacement Mortgage
        Loan.

       

      Section
        2.03  Representations,
        Warranties and Covenants of the Company, the Master Servicer and the
        Sponsor. 

       

      (a)  The
        Company hereby represents and warrants to the Master Servicer, the Depositor,
        the Securities Administrator, the Trustee and the Insurer as follows, as
        of the
        Closing Date:

       

      (i)  It
        is
        duly organized and is validly existing and in good standing under the laws
        of
        the State of Delaware and is duly authorized and qualified to transact any
        and
        all business contemplated by this Agreement to be conducted by it in any
        state
        in which a Mortgaged Property related to an EMC Mortgage Loan is located
        or is
        otherwise not required under applicable law to effect such qualification
        and, in
        any event, is in compliance with the doing business laws of any such state,
        to
        the extent necessary to ensure its ability to enforce each EMC Mortgage Loan,
        to
        service the EMC Mortgage Loans in accordance with the terms of this Agreement
        and to perform any of its other obligations under this Agreement and any
        other
        Transaction Documents to which it is a party in accordance with the terms
        hereof.

       

      (ii)  It
        has
        the full corporate power and authority to service each EMC Mortgage Loan,
        and to
        execute, deliver and perform, and to enter into and consummate the transactions
        contemplated by this Agreement and
        any
        other Transaction Documents to which it is a party
        and has
        duly authorized by all necessary corporate action on its part the execution,
        delivery and performance of this Agreement and any other Transaction Documents
        to which it is a party; and this Agreement and any other Transaction Documents
        to which it is a party, assuming the due authorization, execution and delivery
        hereof by the other parties hereto, constitutes its legal, valid and binding
        obligation, enforceable against it in accordance with its terms, except that
        (a)
        the enforceability hereof may be limited by bankruptcy, insolvency, moratorium,
        receivership and other similar laws relating to creditors’ rights generally and
        (b) the remedy of specific performance and injunctive and other forms of
        equitable relief may be subject to equitable defenses and to the discretion
        of
        the court before which any proceeding therefor may be brought.

       

      (iii)  The
        execution and delivery of this Agreement and any other Transaction Documents
        to
        which it is a party by it, the servicing of the EMC Mortgage Loans by it
        under
        this Agreement, the consummation of any other of the transactions contemplated
        by this Agreement and any other Transaction Documents to which it is a party,
        and the fulfillment of or compliance with the terms hereof are in its ordinary
        course of business and will not (A) result in a breach of any term or provision
        of its charter or by-laws or (B) conflict with, result in a breach, violation
        or
        acceleration of, or result in a default under, the terms of any other material
        agreement or instrument to which it is a party or by which it may be bound,
        or
        (C) constitute a violation of any statute, order or regulation applicable
        to it
        of any court, regulatory body, administrative agency or governmental body
        having
        jurisdiction over it; and it is not in breach or violation of any material
        indenture or other material agreement or instrument, or in violation of any
        statute, order or regulation of any court, regulatory body, administrative
        agency or governmental body having jurisdiction over it which breach or
        violation may materially impair its ability to perform or meet any of its
        obligations under this Agreement and any other Transaction Documents to which
        it
        is a party.

       

      (iv)  It
        is an
        approved servicer of conventional mortgage loans for Fannie Mae or Freddie
        Mac
        and is a mortgagee approved by the Secretary of Housing and Urban Development
        pursuant to sections 203 and 211 of the National Housing Act.

       

      (v)  No
        litigation is pending or, to the best of its knowledge, threatened, against
        it
        that would materially and adversely affect the execution, delivery or
        enforceability of this Agreement and any other Transaction Documents to which
        it
        is a party or its ability to service the EMC Mortgage Loans or to perform
        any of
        its other obligations under this Agreement and any other Transaction Documents
        to which it is a party in accordance with the terms hereof.

       

      (vi)  No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for its execution, delivery and performance of, or compliance
        with, this Agreement and any other Transaction Documents to which it is a
        party
        or the consummation of the transactions contemplated hereby, or if any such
        consent, approval, authorization or order is required, it has obtained the
        same.

       

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

       

      (b)  The
        Company hereby covenants to the Master Servicer, the Depositor, the Securities
        Administrator and the Trustee as follows, as of the Closing Date:

       

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

       

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

       

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

       

      (c)  Wells
        Fargo Bank, National Association, in its capacity as Master Servicer and
        Securities Administrator hereby represents and warrants to the Sponsor, the
        Depositor, the Trustee and the Insurer as follows, as of the Closing
        Date:

       

      (i)  It
        is a
        national banking association duly formed, validly existing and in good standing
        under the laws of the United States of America and is duly authorized and
        qualified to transact any and all business contemplated by this Agreement
        to be
        conducted by the Master Servicer and the Securities Administrator in any
        state
        in which a Mortgaged Property is located or is otherwise not required under
        applicable law to effect such qualification and, in any event, is in compliance
        with the doing business laws of any such state, to the extent necessary to
        ensure its ability to enforce each Mortgage Loan, to master service the Mortgage
        Loans in accordance with the terms of this Agreement and any other Transaction
        Documents to which it is a party and to perform any of its other obligations
        under this Agreement in accordance with the terms hereof or
        thereof;

       

      (ii)  It
        has
        the full corporate power and authority to execute, deliver and perform, and
        to
        enter into and consummate the transactions contemplated by this Agreement
        and
        any other Transaction Documents to which it is a party and has duly authorized
        by all necessary corporate action on its part the execution, delivery and
        performance of this Agreement and any other Transaction Documents to which
        it is
        a party; and this Agreement and any other Transaction Documents to which
        it is a
        party, assuming the due authorization, execution and delivery hereof by the
        other parties hereto, constitutes its legal, valid and binding obligation,
        enforceable against it in accordance with its terms, except that (a) the
        enforceability hereof may be limited by bankruptcy, insolvency, moratorium,
        receivership and other similar laws relating to creditors’ rights generally and
        (b) the remedy of specific performance and injunctive and other forms of
        equitable relief may be subject to equitable defenses and to the discretion
        of
        the court before which any proceeding therefor may be brought.

       

      (iii)  The
        execution and delivery of this Agreement and any other Transaction Documents
        to
        which it is a party by it, the consummation of any other of the transactions
        contemplated by this Agreement, and any other Transaction Documents to which
        it
        is a party and the fulfillment of or compliance with the terms hereof are
        in its
        ordinary course of business and will not (A) result in a material breach
        of any
        term or provision of its charter or by-laws or (B) materially conflict with,
        result in a material breach, violation or acceleration of, or result in a
        material default under, the terms of any other material agreement or instrument
        to which it is a party or by which it may be bound, or (C) constitute a material
        violation of any statute, order or regulation applicable to it of any court,
        regulatory body, administrative agency or governmental body having jurisdiction
        over it; and it is not in breach or violation of any material indenture or
        other
        material agreement or instrument, or in violation of any statute, order or
        regulation of any court, regulatory body, administrative agency or governmental
        body having jurisdiction over it which breach or violation may materially
        impair
        its ability to perform or meet any of its obligations under this Agreement
        and
        any other Transaction Documents to which it is a party.

       

      (iv)  No
        litigation is pending or, to the best of its knowledge, threatened, against
        it
        that would materially and adversely affect the execution, delivery or
        enforceability of this Agreement and any other Transaction Documents to which
        it
        is a party or its ability to perform any of its other obligations under this
        Agreement and any other Transaction Documents to which it is a party in
        accordance with the terms hereof.

       

      (v)  No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for its execution, delivery and performance of, or compliance
        with, this Agreement and any other Transaction Documents to which it is a
        party
        or the consummation of the transactions contemplated hereby or thereby, or
        if
        any such consent, approval, authorization or order is required, it has obtained
        the same.

       

      (d)  The
        Sponsor hereby represents and warrants to the Depositor, the Securities
        Administrator, the Master Servicer, the Trustee and the Insurer as follows,
        as
        of the Closing Date:

       

      (i)  The
        Sponsor is duly organized as a Delaware corporation and is validly existing
        and
        in good standing under the laws of the State of Delaware and is duly authorized
        and qualified to transact any and all business contemplated by this Agreement
        and any other Transaction Documents to which it is a party to be conducted
        by
        the Sponsor in any state in which a Mortgaged Property is located or is
        otherwise not required under applicable law to effect such qualification
        and, in
        any event, is in compliance with the doing business laws of any such state,
        to
        the extent necessary to ensure its ability to enforce each Mortgage Loan,
        to
        sell the Mortgage Loans in accordance with the terms of this Agreement and
        to
        perform any of its other obligations under this Agreement and any other
        Transaction Documents to which it is a party in accordance with the terms
        hereof
        or thereof.

       

      (ii)  The
        Sponsor has the full corporate power and authority to sell each Mortgage
        Loan,
        and to execute, deliver and perform, and to enter into and consummate the
        transactions contemplated by this Agreement and any other Transaction Documents
        to which it is a party and has duly authorized by all necessary corporate
        action
        on the part of the Sponsor the execution, delivery and performance of this
        Agreement and any other Transaction Documents to which it is a party; and
        this
        Agreement and any other Transaction Documents to which it is a party, assuming
        the due authorization, execution and delivery hereof by the other parties
        hereto
        or thereto, as applicable, constitutes a legal, valid and binding obligation
        of
        the Sponsor, enforceable against the Sponsor in accordance with its terms,
        except that (a) the enforceability hereof may be limited by bankruptcy,
        insolvency, moratorium, receivership and other similar laws relating to
        creditors’ rights generally and (b) the remedy of specific performance and
        injunctive and other forms of equitable relief may be subject to equitable
        defenses and to the discretion of the court before which any proceeding therefor
        may be brought.

       

      (iii)  The
        execution and delivery of this Agreement and any other Transaction Documents
        to
        which it is a party by the Sponsor, the sale of the Mortgage Loans by the
        Sponsor under the Mortgage Loan Purchase Agreement, the consummation of any
        other of the transactions contemplated by this Agreement and any other
        Transaction Documents to which it is a party, and the fulfillment of or
        compliance with the terms hereof and thereof are in the ordinary course of
        business of the Sponsor and will not (A) result in a breach of any term or
        provision of the charter or by-laws of the Sponsor or (B) conflict with,
        result
        in a breach, violation or acceleration of, or result in a default under,
        the
        terms of any other material agreement or instrument to which the Sponsor
        is a
        party or by which it may be bound, or (C) constitute a violation of any statute,
        order or regulation applicable to the Sponsor of any court, regulatory body,
        administrative agency or governmental body having jurisdiction over the Sponsor;
        and the Sponsor is not in breach or violation of any material indenture or
        other
        material agreement or instrument, or in violation of any statute, order or
        regulation of any court, regulatory body, administrative agency or governmental
        body having jurisdiction over it which breach or violation may materially
        impair
        the Sponsor’s ability to perform or meet any of its obligations under this
        Agreement and any other Transaction Documents to which it is a
        party.

       

      (iv)  The
        Sponsor is an approved seller of conventional mortgage loans for Fannie Mae
        or
        Freddie Mac and is a mortgagee approved by the Secretary of Housing and Urban
        Development pursuant to sections 203 and 211 of the National Housing
        Act.

       

      (v)  No
        litigation is pending or, to the best of the Sponsor’s knowledge, threatened,
        against the Sponsor that would materially and adversely affect the execution,
        delivery or enforceability of this Agreement and any other Transaction Documents
        to which it is a party or the ability of the Sponsor to sell the Mortgage
        Loans
        or to perform any of its other obligations under this Agreement and any other
        Transaction Documents to which it is a party in accordance with the terms
        hereof
        or thereof.

       

      (vi)  No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Sponsor
        of,
        or compliance by the Sponsor with, this Agreement and any other Transaction
        Documents to which it is a party or the consummation of the transactions
        contemplated hereby or thereby, or if any such consent, approval, authorization
        or order is required, the Sponsor has obtained the same.

       

      (vii)  As
        of the
        Closing Date, the representations and warranties concerning the Mortgage
        Loans
        set forth in Section 7 of the Mortgage Loan Purchase Agreement are true and
        correct in all material respects.

       

      (e)  Upon
        discovery by any of the parties hereto or a Certificates Insurer of a breach
        of
        a representation or warranty set forth in Section 7 of the Mortgage Loan
        Purchase Agreement that materially and adversely affects the interests of
        the
        Certificateholders or a Certificate Insurer in any Mortgage Loan (such
        determination to be made without regard to the Policy), the party discovering
        such breach shall give prompt written notice thereof to the other parties
        to
        this Agreement and the Insurer. The Sponsor hereby covenants with respect
        to the
        representations and warranties set forth in Section 7 of the Mortgage Loan
        Purchase Agreement, that within 90 days of the discovery of a breach of any
        representation or warranty set forth therein that materially and adversely
        affects the interests of the Certificateholders (such determination to be
        made
        without regard to the Policy) or the Insurer in any Mortgage Loan, it shall
        cure
        such breach in all material respects and, if such breach is not so cured,
        (i) if
        such 90-day period expires prior to the second anniversary of the Closing
        Date,
        remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and
        substitute in its place a Replacement Mortgage Loan, in the manner and subject
        to the conditions set forth in this Section; or (ii) repurchase the affected
        Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in
        the
        manner set forth below; provided that, any such substitution pursuant to
        (i)
        above or repurchase pursuant to (ii) above shall not be effected prior to
        the
        delivery to the Trustee, the Securities Administrator and the Insurer of
        an
        Opinion of Counsel if required by Section 2.05 hereof and any such substitution
        pursuant to (i) above shall not be effected prior to the additional delivery
        to
        the Custodian of a Request for Release. The Sponsor shall, or cause the related
        Servicer to, furnish to the Securities Administrator and the Trustee the
        Officer’s Certificate required under Section 2.03(e) relating to such cure. If
        the Trustee has received (or has given, as the case may be) written notice
        of
        such a breach of a representation or warranty, the Trustee shall give prompt
        written notice to the Insurer, the Master Servicer, the Securities Administrator
        and the Sponsor, if within 90 days of its receipt (or giving, as the case
        may
        be) of such notice of breach, the Trustee does not receive an Officer’s
        Certificate as described in the preceding sentence certifying as to the cure
        of
        such breached representation or warranty. The Sponsor shall promptly reimburse
        the Trustee for any expenses reasonably incurred by the Trustee in respect
        of
        enforcing the remedies for such breach. To enable the Sponsor to amend the
        Mortgage Loan Schedule, the Sponsor shall, unless it cures such breach in
        a
        timely fashion pursuant to this Section 2.03, promptly notify the Trustee
        whether it intends either to repurchase, or to substitute for, the Mortgage
        Loan
        affected by such breach. With respect to the representations and warranties
        in
        Section 7 of the Mortgage Loan Purchase Agreement that are made to the best
        of
        the Sponsor’s knowledge, if it is discovered by any of the Depositor, the Master
        Servicer, the Sponsor, the Securities Administrator, the Trustee or the Insurer
        that the substance of such representation and warranty is inaccurate and
        such
        inaccuracy materially and adversely affects the value of the related Mortgage
        Loan, notwithstanding the Sponsor’s lack of knowledge with respect to the
        substance of such representation or warranty, the Sponsor shall nevertheless
        be
        required to cure, substitute for or repurchase the affected Mortgage Loan
        in
        accordance with the foregoing.

       

      With
        respect to any Replacement Mortgage Loan or Loans, the Sponsor shall deliver
        to
        the Trustee for the benefit of the Certificateholders and the Insurer such
        documents and agreements as are required by Section 2.01. No substitution
        shall
        be made in any calendar month after the Determination Date for such month.
        Scheduled Payments due with respect to Replacement Mortgage Loans in the
        Due
        Period related to the Distribution Date on which such proceeds are to be
        distributed shall not be part of the Trust Fund and shall be retained by
        the
        Sponsor. For the month of substitution, distributions to Certificateholders
        will
        include the Scheduled Payment due on any Deleted Mortgage Loan for the related
        Due Period and thereafter the Sponsor shall be entitled to retain all amounts
        received in respect of such Deleted Mortgage Loan. The Sponsor shall amend
        the
        Mortgage Loan Schedule for the benefit of the Certificateholders and the
        Insurer
        to reflect the removal of such Deleted Mortgage Loan and the substitution
        of the
        Replacement Mortgage Loan or Loans and the Sponsor shall deliver the amended
        Mortgage Loan Schedule to the Trustee, the Master Servicer, the Securities
        Administrator, the Custodian and the Insurer. Upon such substitution, the
        Replacement Mortgage Loan or Loans shall be subject to the terms of this
        Agreement in all respects, and the Sponsor shall be deemed to have made with
        respect to such Replacement Mortgage Loan or Loans, as of the date of
        substitution, the representations and warranties set forth in Section 7 of
        the
        Mortgage Loan Purchase Agreement with respect to such Mortgage Loan. Upon
        any
        such substitution and the deposit into the Distribution Account of the amount
        required to be deposited therein in connection with such substitution as
        described in the following paragraph and receipt by the Securities Administrator
        and the Trustee of a Request for Release for such Mortgage Loan, the Trustee
        or
        the Custodian shall release to the Sponsor the Mortgage File relating to
        such
        Deleted Mortgage Loan and held for the benefit of the Certificateholders
        and the
        Insurer and the Trustee shall execute and deliver at the Sponsor’s direction
        such instruments of transfer or assignment as have been prepared by the Sponsor,
        in each case without recourse, representation or warranty as shall be necessary
        to vest in the Sponsor, or its respective designee, title to the Trustee’s
        interest in any Deleted Mortgage Loan substituted for pursuant to this Section
        2.03.

       

      For
        any
        month in which the Sponsor substitutes one or more Replacement Mortgage Loans
        for a Deleted Mortgage Loan, the Master Servicer will determine the amount
        (if
        any) by which the aggregate principal balance of all the Replacement Mortgage
        Loans as of the date of substitution is less than the Stated Principal Balance
        (after application of the principal portion of the Scheduled Payment due
        in the
        month of substitution) of such Deleted Mortgage Loan. An amount equal to
        the
        aggregate of such deficiencies, described in the preceding sentence for any
        Distribution Date (such amount, the “Substitution Adjustment Amount”) shall be
        deposited into the Distribution Account by the Securities Administrator upon
        receipt from the Sponsor delivering such Replacement Mortgage Loan on the
        Determination Date for the Distribution Date relating to the Prepayment Period
        during which the related Mortgage Loan became required to be purchased or
        replaced hereunder.

       

      In
        the
        event that the Sponsor shall have repurchased a Mortgage Loan, the Purchase
        Price therefor shall be deposited into the Distribution Account maintained
        by
        the Securities Administrator, on the Determination Date for the Distribution
        Date in the month following the month during which the Sponsor became obligated
        to repurchase or replace such Mortgage Loan and upon such deposit of the
        Purchase Price, the delivery of an Opinion of Counsel if required by Section
        2.05 and the receipt of a Request for Release, the Trustee or the Custodian
        shall release the related Mortgage File held for the benefit of the
        Certificateholders and the Insurer to the Sponsor, and the Trustee shall
        execute
        and deliver at such Person’s direction the related instruments of transfer or
        assignment prepared by the Sponsor, in each case without recourse,
        representation or warranty as shall be necessary to transfer title from the
        Trustee for the benefit of the Certificateholders and the Insurer and transfer
        the Trustee’s interest to the Sponsor to any Mortgage Loan purchased pursuant to
        this Section 2.03. In connection with any repurchase or substitution of a
        Mortgage Loan or the cure of a breach of a representation or warranty set
        forth
        in Section 7 of the Mortgage Loan Purchase Agreement pursuant to this Section
        2.03, the Seller shall promptly furnish to the Securities Administrator and
        the
        Trustee an officer’s certificate, signed by a duly authorized officer of the
        Seller to the effect that such repurchase, substitution or cure has been
        made in
        accordance with the terms and conditions of this Agreement and that all
        conditions precedent to such repurchase, substitution or cure have been
        satisfied, including the delivery to the Securities Administrator of the
        Purchase Price or Substitution Adjustment Amount, as applicable, for deposit
        into the Distribution Account, together with copies of any Opinion of Counsel
        required to be delivered pursuant to this Agreement and the related Request
        for
        Release, in which the Securities Administrator and the Trustee may rely.
        Solely
        for purposes of the Securities Administrator providing an Assessment of
        Compliance, upon receipt of such documentation, the Securities Administrator
        shall approve such repurchase, substitution or cure, as applicable, and which
        approval shall consist solely of the Securities Administrator’s receipt of such
        documentation and deposits. It is understood and agreed that the obligation
        under this Agreement of the Sponsor to cure the breach of a representation
        or
        warranty set forth in Section 7 of the Mortgage Loan Purchase Agreement or
        to
        repurchase or replace any Mortgage Loan as to which a breach has occurred
        and is
        continuing shall constitute the sole remedies against the Sponsor respecting
        such breach available to Certificateholders, the Depositor or the
        Trustee.

       

      (f)  The
        representations and warranties set forth in Section 2.03 hereof shall survive
        delivery of the respective Mortgage Loans and Mortgage Files to the Trustee
        or
        the Custodian for the benefit of the Certificateholders and the
        Insurer.

       

      Section
        2.04  Representations
        and Warranties of the Depositor. The Depositor hereby represents and warrants
        to
        the Master Servicer, the Securities Administrator, the Trustee and the Insurer
        as follows, as of the date hereof and as of the Closing Date:

       

      (i)  The
        Depositor is duly organized and is validly existing as limited liability
        company
        in good standing under the laws of the State of Delaware and has full power
        and
        authority necessary to own or hold its properties and to conduct its business
        as
        now conducted by it and to enter into and perform its obligations under this
        Agreement and any other Transaction Documents to which it is a
        party.

       

      (ii)  The
        Depositor has the full power and authority to execute, deliver and perform,
        and
        to enter into and consummate the transactions contemplated by, this Agreement
        and any other Transaction Documents to which it is a party and has duly
        authorized, by all necessary action on its part, the execution, delivery
        and
        performance of this Agreement and any other Transaction Documents to which
        it is
        a party; and this Agreement and any other Transaction Documents to which
        it is a
        party, assuming the due authorization, execution and delivery hereof and
        thereof
        by the other parties hereto and thereto, constitutes a legal, valid and binding
        obligation of the Depositor, enforceable against the Depositor in accordance
        with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency,
        reorganization, moratorium and other similar laws affecting creditors’ rights
        generally and (ii) general principles of equity, regardless of whether
        enforcement is sought in a proceeding in equity or at law.

       

      (iii)  The
        execution and delivery of this Agreement and any other Transaction Documents
        to
        which it is a party by the Depositor, the consummation of the transactions
        contemplated by this Agreement and any other Transaction Documents to which
        it
        is a party, and the fulfillment of or compliance with the terms hereof are
        in
        the ordinary course of business of the Depositor and will not (A) result
        in a
        breach of any term or provision of the organizational documents of the Depositor
        or (B) conflict with, result in a breach, violation or acceleration of, or
        result in a default under, the terms of any other material agreement or
        instrument to which the Depositor is a party or by which it may be bound
        or (C)
        constitute a violation of any statute, order or regulation applicable to
        the
        Depositor of any court, regulatory body, administrative agency or governmental
        body having jurisdiction over the Depositor; and the Depositor is not in
        breach
        or violation of any material indenture or other material agreement or
        instrument, or in violation of any statute, order or regulation of any court,
        regulatory body, administrative agency or governmental body having jurisdiction
        over it which breach or violation may materially impair the Depositor’s ability
        to perform or meet any of its obligations under this Agreement and any other
        Transaction Documents to which it is a party.

       

      (iv)  No
        litigation is pending, or, to the best of the Depositor’s knowledge, threatened,
        against the Depositor that would materially and adversely affect the execution,
        delivery or enforceability of this Agreement and any other Transaction Documents
        to which it is a party or the ability of the Depositor to perform its
        obligations under this Agreement and any other Transaction Documents to which
        it
        is a party in accordance with the terms hereof.

       

      (v)  No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Depositor
        of, or compliance by the Depositor with, this Agreement and any other
        Transaction Documents to which it is a party or the consummation of the
        transactions contemplated hereby, or if any such consent, approval,
        authorization or order is required, the Depositor has obtained the same;
        and

       

      (vi)  The
        Depositor has filed all reports required to be filed by Section 13 or Section
        15(d) of the Exchange Act during the preceding 12 months (or for such shorter
        period that the Depositor was required to file such reports) and it has been
        subject to such filing requirements for the past 90 days.

       

      The
        Depositor hereby represents and warrants to the Trustee and the Insurer as
        of
        the Closing Date, following the transfer of the Mortgage Loans to it by the
        Sponsor, the Depositor had good title to the Mortgage Loans and the related
        Mortgage Notes were subject to no offsets, claims, defenses or
        counterclaims.

       

      It
        is
        understood and agreed that the representations and warranties set forth in
        the
        immediately preceding paragraph shall survive delivery of the Mortgage Files
        to
        the Trustee or the Custodian for the benefit of the Certificateholders and
        the
        Insurer. Upon discovery by the Depositor, the Trustee or the Insurer of a
        breach
        of such representations and warranties, the party discovering such breach
        shall
        give prompt written notice to the others and to each Rating Agency and to
        the
        Insurer.

       

      Section
        2.05  Delivery
        of Opinion of Counsel in Connection with Substitutions and
        Repurchases. 

       

      (a)  Notwithstanding
        any contrary provision of this Agreement, with respect to any Mortgage Loan
        that
        is not in default or as to which default is not imminent, no repurchase or
        substitution pursuant to Sections 2.02 or 2.03 shall be made unless the Sponsor
        delivers to the Trustee and the Insurer an Opinion of Counsel, addressed
        to the
        Trustee and the Insurer, to the effect that such repurchase or substitution
        would not (i) result in the imposition of the tax on “prohibited transactions”
of REMIC I, REMIC II or REMIC III or contributions after the Closing Date,
        as
        defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or
        (ii)
        cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC
        at any
        time that any Certificates are outstanding. Any Mortgage Loan as to which
        repurchase or substitution was delayed pursuant to this paragraph shall be
        repurchased or the substitution therefor shall occur (subject to compliance
        with
        Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default
        or a
        default becoming reasonably foreseeable with respect to such Mortgage Loan
        and
        (b) receipt by the Trustee and the Insurer of an Opinion of Counsel addressed
        to
        the Trustee to the effect that such repurchase or substitution, as applicable,
        will not result in the events described in clause (i) or clause (ii) of the
        preceding sentence.

       

      (b)  Upon
        discovery by the Depositor, the Sponsor, the Custodian, the Insurer or the
        Master Servicer that any Mortgage Loan does not constitute a “qualified
        mortgage” within the meaning of Section 860G(a)(3) of the Code, the party
        discovering such fact shall promptly (and in any event within 5 Business
        Days of
        discovery) give written notice thereof to the other parties and the Trustee.
        In
        connection therewith, the Trustee, or the Custodian on its behalf, shall
        require
        the Sponsor, at the Sponsor’s option, to either (i) substitute, if the
        conditions in Section 2.03(d) with respect to substitutions are satisfied,
        a
        Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase
        the
        affected Mortgage Loan within 90 days of such discovery in the same manner
        as it
        would a Mortgage Loan for a breach of representation or warranty contained
        in
        Section 2.03. The Trustee, or the Custodian on its behalf, shall reconvey
        to the
        Sponsor the Mortgage Loan to be released pursuant hereto (and the Custodian
        shall deliver the related Mortgage File) in the same manner, and on the same
        terms and conditions, as it would a Mortgage Loan repurchased for breach
        of a
        representation or warranty contained in Section 2.03.

       

      Section
        2.06  Countersignature
        and Delivery of Certificates. 

       

      (a)  The
        Trustee acknowledges the sale, transfer and assignment to it of the Trust
        Fund
        and, concurrently with such transfer and assignment, the Securities
        Administrator has executed, countersigned and delivered, to or upon the order
        of
        the Depositor, the Certificates in authorized denominations evidencing the
        entire ownership of the Trust Fund. The Trustee agrees to hold the Trust
        Fund
        and exercise the rights referred to above for the benefit of all present
        and
        future Holders of the Certificates and the Insurer and to perform the duties
        set
        forth in this Agreement in accordance with its terms.

       

      (b)  The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        REMIC
        I Regular Interests, REMIC II Regular Interests and the other assets of REMIC
        III for the benefit of the Holders of the REMIC III Certificates. The Trustee
        acknowledges receipt of the REMIC I Regular Interests (all of which are
        uncertificated), REMIC II Regular Interests (all of which are uncertificated)
        and the other assets of REMIC III and declares that it holds and will hold
        the
        same in trust for the exclusive use and benefit of the Holders of the REMIC
        III
        Certificates.

       

      Section
        2.07  Purposes
        and Powers of the Trust. 

       

      The
        purpose of the common law trust, as created hereunder, is to engage in the
        following activities:

       

      (a)  acquire
        and hold the Mortgage Loans and the other assets of the Trust Fund and the
        proceeds therefrom;

       

      (b)  to
        issue
        the Certificates sold to the Depositor in exchange for the Mortgage
        Loans;

       

      (c)  to
        make
        payments on the Certificates;

       

      (d)  to
        engage
        in those activities that are necessary, suitable or convenient to accomplish
        the
        foregoing or are incidental thereto or connected therewith; and

       

      (e)  subject
        to compliance with this Agreement, to engage in such other activities as
        may be
        required in connection with conservation of the Trust Fund and the making
        of
        distributions to the Certificateholders.

       

      The
        trust
        is hereby authorized to engage in the foregoing activities. The trust shall
        not
        engage in any activity other than in connection with the foregoing or other
        than
        as required or authorized by the terms of this Agreement while any Certificate
        is outstanding, and this Section 2.07 may not be amended, without the consent
        of
        the Certificateholders evidencing 51% or more of the aggregate voting rights
        of
        the Certificates.

       

      


       

      ARTICLE
        III


      ADMINISTRATION
        AND SERVICING OF


      EMC
        MORTGAGE LOANS BY COMPANY

       

      Section
        3.01  The
        Company. The Company shall service and administer the EMC Mortgage Loans
        in
        accordance with customary and usual standards of practice of prudent mortgage
        loan servicers in the respective states in which the related Mortgaged
        Properties are located. In connection with such servicing and administration,
        the Company shall have full power and authority, acting alone and/or through
        subservicers as provided in Section 3.03, to do or cause to be done any and
        all
        things that it may deem necessary or desirable in connection with such servicing
        and administration, including but not limited to, the power and authority,
        subject to the terms hereof (i) to execute and deliver, on behalf of the
        Certificateholders, the Trustee and the Insurer, customary consents or waivers
        and other instruments and documents, (ii) to consent to transfers of any
        related
        Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages
        (but only in the manner provided herein), (iii) to collect any Insurance
        Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv)
        subject to Section 3.09, to effectuate foreclosure or other conversion of
        the
        ownership of the Mortgaged Property securing any EMC Mortgage Loan; provided
        that the Company shall take no action that is inconsistent with or prejudices
        the interests of the Trust Fund, the Insurer or the Certificateholders in
        any
        EMC Mortgage Loan or the rights and interests of the Depositor, the Trustee
        or
        the Insurer under this Agreement and any other Transaction Documents to which
        it
        is a party.

       

      Without
        limiting the generality of the foregoing, the Company, in its own name or
        in the
        name of the Trust, the Depositor or the Trustee, is hereby authorized and
        empowered by the Trust, the Depositor and the Trustee, when the Company believes
        it appropriate in its reasonable judgment, to execute and deliver, on behalf
        of
        the Trustee, the Depositor, the Certificateholders or any of them, any and
        all
        instruments of satisfaction or cancellation, or of partial or full release
        or
        discharge and all other comparable instruments, with respect to the EMC Mortgage
        Loans, and with respect to the related Mortgaged Properties held for the
        benefit
        of the Certificateholders and the Insurer. The Company shall prepare and
        deliver
        to the Depositor and/or the Trustee such documents requiring execution and
        delivery by any or all of them as are necessary or appropriate to enable
        the
        Company to service and administer the EMC Mortgage Loans. Upon receipt of
        such
        documents, the Depositor and/or the Trustee shall execute such documents
        and
        deliver them to the Company.

       

      In
        accordance with the standards of the first paragraph of this Section 3.01,
        the
        Company shall advance or cause to be advanced funds as necessary for the
        purpose
        of effecting the payment of taxes and assessments on the Mortgaged Properties
        relating to the EMC Mortgage Loans, which advances shall be reimbursable
        in the
        first instance from related collections from the Mortgagors pursuant to Section
        5.04, and further as provided in Section 5.02. All costs incurred by the
        Company, if any, in effecting the timely payments of taxes and assessments
        on
        the Mortgaged Properties relating to the EMC Mortgage Loans and related
        insurance premiums shall not, for the purpose of calculating monthly
        distributions to the Certificateholders, be added to the Stated Principal
        Balance under the related EMC Mortgage Loans, notwithstanding that the terms
        of
        such Mortgage Loans so permit.

       

      Section
        3.02  Due-on-Sale
        Clauses; Assumption Agreements. 

       

      (a)  Except
        as
        otherwise provided in this Section 3.02, when any property subject to a Mortgage
        has been or is about to be conveyed by the Mortgagor, the Company shall to
        the
        extent that it has knowledge of such conveyance, enforce any due-on-sale
        clause
        contained in any Mortgage Note or Mortgage, to the extent permitted under
        applicable law and governmental regulations, but only to the extent that
        such
        enforcement will not adversely affect or jeopardize coverage under any Required
        Insurance Policy. Notwithstanding the foregoing, the Company is not required
        to
        exercise such rights with respect to an EMC Mortgage Loan if the Person to
        whom
        the related Mortgaged Property has been conveyed or is proposed to be conveyed
        satisfies the terms and conditions contained in the Mortgage Note and Mortgage
        related thereto and the consent of the mortgagee under such Mortgage Note
        or
        Mortgage is not otherwise so required under such Mortgage Note or Mortgage
        as a
        condition to such transfer. In the event that the Company is prohibited by
        law
        from enforcing any such due-on-sale clause, or if coverage under any Required
        Insurance Policy would be adversely affected, or if nonenforcement is otherwise
        permitted hereunder, the Company is authorized, subject to Section 3.02(b),
        to
        take or enter into an assumption and modification agreement from or with
        the
        person to whom such property has been or is about to be conveyed, pursuant
        to
        which such person becomes liable under the Mortgage Note and, unless prohibited
        by applicable state law, the Mortgagor remains liable thereon, provided that
        the
        Mortgage Loan shall continue to be covered (if so covered before the Company
        enters such agreement) by the applicable Required Insurance Policies. The
        Company, subject to Section 3.02(b), is also authorized with the prior approval
        of the insurers under any Required Insurance Policies to enter into a
        substitution of liability agreement with such Person, pursuant to which the
        original Mortgagor is released from liability and such Person is substituted
        as
        Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the
        foregoing, the Company shall not be deemed to be in default under this Section
        3.02(a) by reason of any transfer or assumption that the Company reasonably
        believes it is restricted by law from preventing.

       

      (b)  Subject
        to the Company’s duty to enforce any due-on-sale clause to the extent set forth
        in Section 3.02(a), in any case in which a Mortgaged Property has been conveyed
        to a Person by a Mortgagor, and such Person is to enter into an assumption
        agreement or modification agreement or supplement to the Mortgage Note or
        Mortgage that requires the signature of the Trustee, or if an instrument
        of
        release signed by the Trustee is required releasing the Mortgagor from liability
        on the related EMC Mortgage Loan, the Company shall prepare and deliver or
        cause
        to be prepared and delivered to the Trustee for signature and shall direct,
        in
        writing, the Trustee to execute the assumption agreement with the Person
        to whom
        the Mortgaged Property is to be conveyed and such modification agreement
        or
        supplement to the Mortgage Note or Mortgage or other instruments as are
        reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
        or otherwise to comply with any applicable laws regarding assumptions or
        the
        transfer of the Mortgaged Property to such Person. In connection with any
        such
        assumption, no material term of the Mortgage Note (including, but not limited
        to, the Mortgage Rate, the amount of the Scheduled Payment and any other
        term
        affecting the amount or timing of payment on the EMC Mortgage Loan) may be
        changed. In addition, the substitute Mortgagor and the Mortgaged Property
        must
        be acceptable to the Company in accordance with its servicing standards as
        then
        in effect. The Company shall notify the Trustee that any such substitution
        or
        assumption agreement has been completed by forwarding to the Trustee the
        original of such substitution or assumption agreement, which in the case
        of the
        original shall be added to the related Mortgage File and shall, for all
        purposes, be considered a part of such Mortgage File to the same extent as
        all
        other documents and instruments constituting a part thereof. Any fee collected
        by the Company for entering into an assumption or substitution of liability
        agreement shall be retained by the Company as additional servicing
        compensation.

       

      Section
        3.03  Subservicers.
        The Company shall perform all of its servicing responsibilities hereunder
        or may
        cause a subservicer to perform any such servicing responsibilities on its
        behalf, but the use by the Company of a subservicer shall not release the
        Company from any of its obligations hereunder and the Company shall remain
        responsible hereunder for all acts and omissions of each subservicer as fully
        as
        if such acts and omissions were those of the Company. The Company shall pay
        all
        fees of each subservicer from its own funds, and a subservicer’s fee shall not
        exceed the Servicing Fee payable to the Company hereunder.

       

      At
        the
        cost and expense of the Company, without any right of reimbursement from
        its
        Protected Account, the Company shall be entitled to terminate the rights
        and
        responsibilities of a subservicer and arrange for any servicing responsibilities
        to be performed by a successor subservicer; provided, however, that nothing
        contained herein shall be deemed to prevent or prohibit the Company, at the
        Company’s option, from electing to service the related EMC Mortgage Loans
        itself. In the event that the Company’s responsibilities and duties under this
        Agreement are terminated pursuant to Section 9.05, the Company shall at its
        own
        cost and expense terminate the rights and responsibilities of each subservicer
        effective as of the date of termination of the Company. The Company shall
        pay
        all fees, expenses or penalties necessary in order to terminate the rights
        and
        responsibilities of each subservicer from the Company’s own funds without
        reimbursement from the Trust Fund.

       

      Notwithstanding
        the foregoing, the Company shall not be relieved of its obligations hereunder
        and shall be obligated to the same extent and under the same terms and
        conditions as if it alone were servicing and administering the EMC Mortgage
        Loans. The Company shall be entitled to enter into an agreement with a
        subservicer for indemnification of the Company by the subservicer and nothing
        contained in this Agreement shall be deemed to limit or modify such
        indemnification.

       

      Any
        Subservicing Agreement and any other transactions or services relating to
        the
        EMC Mortgage Loans involving a subservicer shall be deemed to be between
        such
        subservicer and the Company alone, and neither the Master Servicer nor the
        Trustee shall have any obligations, duties or liabilities with respect to
        such
        subservicer including any obligation, duty or liability of either the Master
        Servicer or the Trustee to pay such subservicer’s fees and expenses. For
        purposes of remittances to the Master Servicer pursuant to this Agreement,
        the
        Company shall be deemed to have received a payment on an EMC Mortgage Loan
        when
        a subservicer has received such payment.

       

      Section
        3.04  Documents,
        Records and Funds in Possession of Company To Be Held for Trustee.
        Notwithstanding any other provisions of this Agreement, the Company shall
        transmit to the Trustee as required by this Agreement all documents and
        instruments in respect of an EMC Mortgage Loan coming into the possession
        of the
        Company from time to time and shall account fully to the Trustee for any
        funds
        received by the Company or that otherwise are collected by the Company as
        Liquidation Proceeds or Insurance Proceeds in respect of any such Mortgage
        Loan.
        All Mortgage Files and funds collected or held by, or under the control of,
        the
        Company in respect of any EMC Mortgage Loans, whether from the collection
        of
        principal and interest payments or from Liquidation Proceeds, including but
        not
        limited to, any funds on deposit in the Protected Account maintained by the
        Company, shall be held by the Company for and on behalf of the Trustee and
        shall
        be and remain the sole and exclusive property of the Trustee, subject to
        the
        applicable provisions of this Agreement. The Company also agrees that it
        shall
        not create, incur or subject any Mortgage File or any funds that are deposited
        in the Protected Account maintained by the Company or the Distribution Account
        or in any Escrow Account, or any funds that otherwise are or may become due
        or
        payable to the Trustee for the benefit of the Certificateholders and the
        Insurer, to any claim, lien, security interest, judgment, levy, writ of
        attachment or other encumbrance, or assert by legal action or otherwise any
        claim or right of set off against any Mortgage File or any funds collected
        on,
        or in connection with, an EMC Mortgage Loan, except, however, that the Company
        shall be entitled to set off against and deduct from any such funds any amounts
        that are properly due and payable to the Company under this
        Agreement.

       

      Section
        3.05  Maintenance
        of Hazard Insurance. The Company shall cause to be maintained, for each EMC
        Mortgage Loan, hazard insurance on buildings upon, or comprising part of,
        the
        Mortgaged Property against loss by fire, hazards of extended coverage and
        such
        other hazards as are customary in the area where the related Mortgaged Property
        is located with an insurer which is licensed to do business in the state
        where
        the related Mortgaged Property is located. Each such policy of standard hazard
        insurance shall contain, or have an accompanying endorsement that contains,
        a
        standard mortgagee clause. The Company shall also cause flood insurance to
        be
        maintained on property acquired upon foreclosure or deed in lieu of foreclosure
        of any EMC Mortgage Loan, to the extent described below. Pursuant to Section
        5.01, any amounts collected by the Company under any such policies (other
        than
        the amounts to be applied to the restoration or repair of the related Mortgaged
        Property or property thus acquired or amounts released to the Mortgagor in
        accordance with the Company’s normal servicing procedures) shall be deposited in
        the Protected Account maintained by the Company. Any cost incurred by the
        Company in maintaining any such insurance shall not, for the purpose of
        calculating monthly distributions to the Certificateholders or remittances
        to
        the Trustee for their benefit, be added to the principal balance of the Mortgage
        Loan, notwithstanding that the terms of the EMC Mortgage Loan so permit.
        Such
        costs shall be recoverable by the Company out of late payments by the related
        Mortgagor or out of Liquidation Proceeds to the extent permitted by Section
        5.02. It is understood and agreed that no earthquake or other additional
        insurance is to be required of any Mortgagor or maintained on property acquired
        in respect of a Mortgage other than pursuant to such applicable laws and
        regulations as shall at any time be in force and as shall require such
        additional insurance. If the Mortgaged Property is located at the time of
        origination of the related EMC Mortgage Loan in a federally designated special
        flood hazard area and such area is participating in the national flood insurance
        program, the Company shall cause flood insurance to be maintained with respect
        to such EMC Mortgage Loan. Such flood insurance shall be in an amount equal
        to
        the least of (i) the Stated Principal Balance of the related EMC Mortgage
        Loan,
        (ii) minimum amount required to compensate for damage or loss on a replacement
        cost basis or (iii) the maximum amount of such insurance available for the
        related Mortgaged Property under the Flood Disaster Protection Act of 1973,
        as
        amended.

       

      In
        the
        event that the Company shall obtain and maintain a blanket policy insuring
        against hazard losses on all of the EMC Mortgage Loans, it shall conclusively
        be
        deemed to have satisfied its obligations as set forth in the first sentence
        of
        this Section 3.05, it being understood and agreed that such policy may contain
        a
        deductible clause on terms substantially equivalent to those commercially
        available and maintained by comparable servicers. If such policy contains
        a
        deductible clause, the Company shall, in the event that there shall not have
        been maintained on the related Mortgaged Property a policy complying with
        the
        first sentence of this Section 3.05, and there shall have been a loss that
        would
        have been covered by such policy, deposit in the Protected Account maintained
        by
        the Company the amount not otherwise payable under the blanket policy because
        of
        such deductible clause. Such deposit shall be from the Company’s own funds
        without reimbursement therefor. In connection with its activities as
        administrator and servicer of the EMC Mortgage Loans, the Company agrees
        to
        present, on behalf of itself, the Depositor and the Trustee for the benefit
        of
        the Certificateholders and the Insurer, claims under any such blanket
        policy.

       

      Section
        3.06  Presentment
        of Claims and Collection of Proceeds. The Company shall prepare and present
        on
        behalf of the Trustee and the Certificateholders and the Insurer all claims
        under the Insurance Policies relating to the EMC Mortgage Loans and take
        such
        actions (including the negotiation, settlement, compromise or enforcement
        of the
        insured’s claim) as shall be necessary to realize recovery under such Insurance
        Policies. Any proceeds disbursed to the Company in respect of such Insurance
        Policies shall be promptly deposited in the Protected Account maintained
        by the
        Company upon receipt, except that any amounts realized that are to be applied
        to
        the repair or restoration of the related Mortgaged Property as a condition
        precedent to the presentation of claims on the related EMC Mortgage Loan
        to the
        insurer under any applicable Insurance Policy need not be so deposited (or
        remitted).

       

      Section
        3.07  Maintenance
        of the Primary Mortgage Insurance Policies. 

       

      (a)  The
        Company shall not take any action that would result in noncoverage under
        any
        applicable Primary Mortgage Insurance Policy of any loss which, but for the
        actions of the Company would have been covered thereunder. The Company shall
        use
        its best efforts to keep in force and effect (to the extent that the EMC
        Mortgage Loan requires the Mortgagor to maintain such insurance), Primary
        Mortgage Insurance applicable to each EMC Mortgage Loan. The Company shall
        not
        cancel or refuse to renew any such Primary Mortgage Insurance Policy that
        is in
        effect at the date of the initial issuance of the related Mortgage Note and
        is
        required to be kept in force hereunder.

       

      (b)  The
        Company agrees to present on behalf of the Trustee and the Certificateholders
        and the Insurer, claims to the insurer under any Primary Mortgage Insurance
        Policies relating to the EMC Mortgage Loans and, in this regard, to take
        such
        reasonable action as shall be necessary to permit recovery under any Primary
        Mortgage Insurance Policies respecting defaulted EMC Mortgage Loans. Pursuant
        to
        Section 5.01, any amounts collected by the Company under any Primary Mortgage
        Insurance Policies shall be deposited in the Protected Account maintained
        by the
        Company, subject to withdrawal pursuant to Section 5.02 hereof.

       

      Section
        3.08  Fidelity
        Bond, Errors and Omissions Insurance. The Company shall maintain, at its
        own
        expense, a blanket fidelity bond and an errors and omissions insurance policy,
        with broad coverage with responsible companies on all officers, employees
        or
        other persons acting in any capacity with regard to the EMC Mortgage Loans
        and
        who handle funds, money, documents and papers relating to the EMC Mortgage
        Loans. The fidelity bond and errors and omissions insurance shall be in the
        form
        of the Mortgage Banker’s Blanket Bond and shall protect and insure the Company
        against losses, including forgery, theft, embezzlement, fraud, errors and
        omissions and negligent acts of such persons. Such fidelity bond shall also
        protect and insure the Company against losses in connection with the failure
        to
        maintain any insurance policies required pursuant to this Agreement and the
        release or satisfaction of an EMC Mortgage Loan which is not in accordance
        with
        Accepted Servicing Practices. No provision of this Section 3.08 requiring
        the
        fidelity bond and errors and omissions insurance shall diminish or relieve
        the
        Company from its duties and obligations as set forth in this Agreement. The
        minimum coverage under any such bond and insurance policy shall be at least
        equal to the corresponding amounts required by Accepted Servicing Practices.
        The
        Company shall deliver to the Master Servicer a certificate from the surety
        and
        the insurer as to the existence of the fidelity bond and errors and omissions
        insurance policy and shall obtain a statement from the surety and the insurer
        that such fidelity bond or insurance policy shall in no event be terminated
        or
        materially modified without thirty days prior written notice to the Master
        Servicer and the Trustee. The Company shall notify the Master Servicer and
        the
        Trustee within five business days of receipt of notice that such fidelity
        bond
        or insurance policy will be, or has been, materially modified or terminated.
        The
        Trustee for the benefit of the Certificateholders and the Insurer must be
        named
        as loss payees on the fidelity bond and as additional insured on the errors
        and
        omissions policy.

       

      The
        Company shall provide to the Master Servicer and the Depositor evidence of
        the
        authorization of the person signing any certification or statement, copies
        or
        other evidence of fidelity bond and errors and omissions insurance, financial
        information and reports, and such other information related to the Company
        or
        any subservicer engaged by it or the Company’s or such subservicer’s performance
        hereunder or under the related Subservicing Agreement as may be reasonably
        requested by the Master Servicer or the Depositor.

       

      Section
        3.09  Realization
        Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
        and
        Realized Losses; Repurchases of Certain Mortgage Loans. 

       

      (a)  The
        Company shall use reasonable efforts to foreclose upon or otherwise comparably
        convert the ownership of properties securing such of the EMC Mortgage Loans
        as
        come into and continue in default and as to which no satisfactory arrangements
        can be made for collection of delinquent payments. In connection with such
        foreclosure or other conversion, the Company shall follow such practices
        and
        procedures as it shall deem necessary or advisable and as shall be normal
        and
        usual in its general mortgage servicing activities and the requirements of
        the
        insurer under any Required Insurance Policy; provided that the Company shall
        not
        be required to expend its own funds in connection with any foreclosure or
        towards the restoration of any property unless it shall determine (i) that
        such
        restoration and/or foreclosure will increase the proceeds of liquidation
        of the
        EMC Mortgage Loan after reimbursement to itself of such expenses and (ii)
        that
        such expenses will be recoverable to it through Insurance Proceeds or
        Liquidation Proceeds (respecting which it shall have priority for purposes
        of
        withdrawals from the Protected Accounts maintained by the Company pursuant
        to
        Section 5.02). If the Company reasonably believes that Liquidation Proceeds
        with
        respect to any such EMC Mortgage Loan would not be increased as a result
        of such
        foreclosure or other action, such EMC Mortgage Loan will be charged-off and
        will
        become a Liquidated Loan. The Company will give notice of any such charge-off
        to
        the Trustee, the Securities Administrator and the Insurer. The Company shall
        be
        responsible for all other costs and expenses incurred by it in any such
        proceedings; provided that such costs and expenses shall be Servicing Advances
        and that it shall be entitled to reimbursement thereof from the proceeds
        of
        liquidation of the related Mortgaged Property, as contemplated in Section
        5.02.
        If the Company has knowledge that a Mortgaged Property that the Company is
        contemplating acquiring in foreclosure or by deed- in-lieu of foreclosure
        is
        located within a one-mile radius of any site with environmental or hazardous
        waste risks known to the Company, the Company will, prior to acquiring the
        related Mortgaged Property, consider such risks and only take action in
        accordance with its established environmental review procedures.

       

      With
        respect to any REO Property relating to an EMC Mortgage Loan, the deed or
        certificate of sale shall be taken in the name of the Trustee for the benefit
        of
        the Certificateholders and the Insurer (or the Trustee’s nominee on behalf of
        the Certificateholders and the Insurer). The Trustee’s name shall be placed on
        the title to such REO Property solely as the Trustee hereunder and not in
        its
        individual capacity. The Company shall ensure that the title to such REO
        Property references this Agreement and the Trustee’s capacity hereunder.
        Pursuant to its efforts to sell such REO Property, the Company shall either
        itself or through an agent selected by the Company protect and conserve such
        REO
        Property in the same manner and to such extent as is customary in the locality
        where such REO Property is located and may, incident to its conservation
        and
        protection of the interests of the Certificateholders and the Insurer, rent
        the
        same, or any part thereof, as the Company deems to be in the best interest
        of
        the Company and the Certificateholders and the Insurer for the period prior
        to
        the sale of such REO Property. The Company shall prepare for and deliver
        to the
        Trustee and the Securities Administrator a statement with respect to each
        such
        REO Property that has been rented showing the aggregate rental income received
        and all expenses incurred in connection with the management and maintenance
        of
        such REO Property at such times as is necessary to enable the Trustee to
        comply
        with the reporting requirements of the REMIC Provisions. The net monthly
        rental
        income, if any, from such REO Property shall be deposited in the Protected
        Account maintained by the Company with respect to the applicable Loan Group
        no
        later than the close of business on each Determination Date. The Company
        shall
        perform the tax reporting and withholding related to foreclosures, abandonments
        and cancellation of indebtedness income as specified by Sections 1445, 6050J
        and
        6050P of the Code by preparing and filing such tax and information returns,
        as
        may be required.

       

      In
        the
        event that the Trust Fund acquires any Mortgaged Property as aforesaid or
        otherwise in connection with a default or a default becoming reasonably
        foreseeable on an EMC Mortgage Loan, the Company shall dispose of such Mortgaged
        Property prior to three years after its acquisition by the Trust Fund or,
        at the
        expense of the Trust Fund, request more than 60 days prior to the day on
        which
        such three-year period would otherwise expire, an extension of the three-year
        grace period unless the Trustee and the Insurer shall have been supplied
        with an
        Opinion of Counsel addressed to the Trustee and the Insurer (such opinion
        not to
        be an expense of the Trustee or the Certificate Insurer) to the effect that
        the
        holding by the Trust Fund of such Mortgaged Property subsequent to such
        three-year period will not result in the imposition of taxes on “prohibited
        transactions” of REMIC I, REMIC II or REMIC III as defined in Section 860F of
        the Code or cause either REMIC I, REMIC II or REMIC III to fail to qualify
        as a
        REMIC at any time that any Certificates are outstanding, in which case the
        Trust
        Fund may continue to hold such Mortgaged Property (subject to any conditions
        contained in such Opinion of Counsel). Notwithstanding any other provision
        of
        this Agreement, no Mortgaged Property acquired by the Trust Fund shall be
        rented
        (or allowed to continue to be rented) or otherwise used for the production
        of
        income by or on behalf of the Trust Fund in such a manner or pursuant to
        any
        terms that would (i) cause such Mortgaged Property to fail to qualify as
        “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
        (ii) subject any of REMIC I, REMIC II or REMIC III to the imposition of any
        federal, state or local income taxes on the income earned from such Mortgaged
        Property under Section 860G(c) of the Code or otherwise, unless the Company
        has
        agreed to indemnify and hold harmless the Trust Fund with respect to the
        imposition of any such taxes.

       

      The
        decision of the Company to foreclose on a defaulted EMC Mortgage Loan shall
        be
        subject to a determination by the Company that the proceeds of such foreclosure
        would exceed the costs and expenses of bringing such a proceeding. The income
        earned from the management of any Mortgaged Properties acquired through
        foreclosure or other judicial proceeding, net of reimbursement to the Company
        for expenses incurred (including any property or other taxes) in connection
        with
        such management and net of unreimbursed Servicing Fees, Advances, Servicing
        Advances and any management fee paid or to be paid with respect to the
        management of such Mortgaged Property, shall be applied to the payment of
        principal of, and interest on, the related defaulted EMC Mortgage Loans (with
        interest accruing as though such Mortgage Loans were still current) and all
        such
        income shall be deemed, for all purposes in the Agreement, to be payments
        on
        account of principal and interest on the related Mortgage Notes and shall
        be
        deposited into the Protected Accounts maintained by the Company. To the extent
        the income received during a Prepayment Period is in excess of the amount
        attributable to amortizing principal and accrued interest at the related
        Mortgage Rate on the related EMC Mortgage Loan, such excess shall be considered
        to be a partial Principal Prepayment for such Mortgage Loan for all purposes
        hereof.

       

      The
        Liquidation Proceeds with respect to each Loan Group from any liquidation
        of a
        related EMC Mortgage Loan, net of any payment to the Company as provided
        above,
        shall be deposited in the related Protected Account for such Loan Group
        maintained by the Company on the next succeeding Determination Date following
        receipt thereof for distribution on the related Distribution Date, except
        that
        any Excess Liquidation Proceeds shall be retained by the Company as additional
        servicing compensation.

       

      The
        proceeds of any Liquidated Loan from each Loan Group, as well as any recovery
        resulting from a partial collection of related Liquidation Proceeds or any
        income from a related REO Property, shall be applied in the following order
        of
        priority: first, to reimburse the Company for any related unreimbursed Servicing
        Advances and Servicing Fees, pursuant to Section 5.02 or this Section 3.09;
        second, to reimburse the Company for any unreimbursed Advances with respect
        to
        such Loan Group, pursuant to Section 5.02 or this Section 3.09; third, to
        accrued and unpaid interest (to the extent no Advance has been made for such
        amount) on the EMC Mortgage Loan or related REO Property, at the Net Mortgage
        Rate to the first day of the month in which such amounts are required to
        be
        distributed; and fourth, as a recovery of principal of the EMC Mortgage
        Loan.

       

      (b)  On
        each
        Determination Date, the Company shall determine with respect to each Loan
        Group,
        the respective aggregate amounts of Excess Liquidation Proceeds and Realized
        Losses, if any, for the related Prepayment Period.

       

      (c)  The
        Company has no intent to foreclose on any EMC Mortgage Loan based on the
        delinquency characteristics as of the Closing Date; provided, that the foregoing
        does not prevent the Company from initiating foreclosure proceedings on any
        date
        hereafter if the facts and circumstances of such EMC Mortgage Loans including
        delinquency characteristics in the Company’s discretion so warrant such
        action.

       

      Section
        3.10  Servicing
        Compensation. As compensation for its activities hereunder, the Company shall
        be
        entitled to retain or withdraw from its Protected Accounts out of each payment
        of interest on an EMC Mortgage Loan included in the Trust Fund an amount
        equal
        to the Servicing Fee.

       

      Additional
        servicing compensation in the form of any Excess Liquidation Proceeds,
        assumption fees, late payment charges, all Prepayment Interest Excess on
        any EMC
        Mortgage Loan, all income and gain net of any losses realized from Permitted
        Investments with respect to funds in or credited to the Protected Accounts
        maintained by the Company shall be retained by the Company to the extent
        not
        required to be deposited in the Protected Accounts maintained by the Company
        pursuant to Section 5.02. The Company shall be required to pay all expenses
        incurred by it in connection with its servicing activities hereunder (including
        payment of any premiums for hazard insurance, as required by Section 3.05
        and
        maintenance of the other forms of insurance coverage required by Section
        3.07)
        and shall not be entitled to reimbursement therefor except as specifically
        provided in Section 5.02.

       

      EMC
        shall
        be entitled to retain any Prepayment Interest Excess.

       

      Section
        3.11  REO
        Property. 

       

      (a)  In
        the
        event the Trust Fund acquires ownership of any REO Property in respect of
        any
        related EMC Mortgage Loan, the deed or certificate of sale shall be issued
        to
        the Trustee, or to its nominee, on behalf of the related Certificateholders
        and
        the Insurer. The Company shall sell any such REO Property as expeditiously
        as
        possible and in accordance with the provisions of this Agreement. Pursuant
        to
        its efforts to sell such REO Property, the Company shall protect and conserve
        such REO Property in the manner and to the extent required herein, in accordance
        with the REMIC Provisions.

       

      (b)  The
        Company shall deposit all funds collected and received in connection with
        the
        operation of any REO Property in respect of any EMC Mortgage Loan into the
        Protected Accounts maintained by the Company.

       

      (c)  The
        Company, upon the final disposition of any REO Property in respect of any
        EMC
        Mortgage Loan, shall be entitled to reimbursement for any related unreimbursed
        Advances, unreimbursed Servicing Advances or Servicing Fees from Liquidation
        Proceeds received in connection with the final disposition of such REO Property;
        provided, that any such unreimbursed Advances or Servicing Fees as well as
        any
        unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior
        to
        final disposition, out of any net rental income or other net amounts derived
        from such REO Property.

       

      Section
        3.12  Liquidation
        Reports. 

       

      Upon
        the
        foreclosure of any Mortgaged Property relating to an EMC Mortgage Loan or
        the
        acquisition thereof by the Trust Fund pursuant to a deed-in-lieu of foreclosure,
        the Company shall submit a liquidation report to the Master Servicer containing
        such information as shall be mutually acceptable to the Company and the Master
        Servicer with respect to such Mortgaged Property.

       

      Section
        3.13  Books
        and
        Records. 

       

      The
        Company shall be responsible for maintaining, and shall maintain, a complete
        set
        of books and records for the Mortgage Loans which shall be appropriately
        identified in the Company’s computer system to clearly reflect the ownership of
        the Mortgage Loans by the Trust. In particular, the Company shall maintain
        in
        its possession, available for inspection by the Securities Administrator,
        the
        Trustee and the Insurer and shall deliver to the Securities Administrator,
        the
        Trustee and the Insurer upon demand, evidence of compliance with all federal,
        state and local laws, rules and regulations. To the extent that original
        documents are not required for purposes of realization of Liquidation Proceeds
        or Insurance Proceeds, documents maintained by the Company may be in the
        form of
        microfilm or microfiche or such other reliable means of recreating original
        documents, including, but not limited to, optical imagery techniques so long
        as
        the Company complies with the requirements of Accepted Servicing
        Practices.

       

      The
        Company shall maintain with respect to each Mortgage Loan and shall make
        available for inspection by the Securities Administrator, the Trustee and
        the
        Insurer the related servicing file during the time such Mortgage Loan is
        subject
        to this Agreement and thereafter in accordance with applicable law.

       

      Payments
        on the Mortgage Loans, including any payoffs, made in accordance with the
        related Mortgage File will be entered in the Company’s set of books and records
        no more than two business days after receipt and identification, and allocated
        to principal or interest as specified in the related Mortgage File.

       

       

       

      ARTICLE
        IV


      ADMINISTRATION
        AND MASTER


      SERVICING
        OF MORTGAGE LOANS BY


      MASTER
        SERVICER

       

      Section
        4.01  Master
        Servicer. The Master Servicer shall, beginning on the Closing Date, supervise,
        monitor and oversee the obligation of the Company and the related Servicer
        to
        service and administer their respective Mortgage Loans in accordance with
        the
        terms of this Agreement and the related Servicing Agreement and shall have
        full
        power and authority to do any and all things which it may deem necessary
        or
        desirable in connection with such master servicing and administration. In
        performing its obligations hereunder, the Master Servicer shall act in a
        manner
        consistent with Accepted Master Servicing Practices. Furthermore, the Master
        Servicer shall oversee and consult with the Company and the related Servicer
        as
        necessary from time to time to carry out the Master Servicer’s obligations
        hereunder, shall receive, review and evaluate all reports, information and
        other
        data provided to the Master Servicer by the Company and the related Servicer
        and
        shall cause the Company and related Servicer to perform and observe the
        covenants, obligations and conditions to be performed or observed by such
        Person
        under this Agreement and the related Servicing Agreement. The Master Servicer
        shall independently and separately monitor the Company and the related
        Servicer’s servicing activities with respect to each related Mortgage Loan,
        reconcile the results of such monitoring with such information provided in
        the
        previous sentence on a monthly basis and coordinate corrective adjustments
        to
        the Company’s, the related Servicer’s and Master Servicer’s records, and based
        on such reconciled and corrected information, the Master Servicer shall provide
        such information to the Securities Administrator as shall be necessary in
        order
        for it to prepare the statements specified in Section 6.06 and any other
        information and statements required hereunder. The Master Servicer shall
        reconcile the results of its Mortgage Loan monitoring with the actual
        remittances of the Company to the Securities Administrator and each Servicer
        pursuant to this Agreement and the related Servicing Agreement.

       

      In
        addition to the foregoing, in connection with a modification of any Mortgage
        Loan by a Servicer, if the Master Servicer is unable to enforce the obligations
        of the Servicer with respect to such modification, the Master Servicer shall
        notify the Depositor and the Insurer of such Servicer’s failure to comply with
        the terms of the Servicing Agreement or this Agreement. If the Servicing
        Agreement or this Agreement (in
        the
        case of the Company, as Servicer) requires
        the approval of the Master Servicer for a modification to a Mortgage Loan,
        the
        Master Servicer shall approve such modification if, based upon its receipt
        of
        written notification from the related Servicer outlining the terms of such
        modification and appropriate supporting documentation, the Master Servicer
        determines that the modification is permitted under the terms of the Servicing
        Agreement or this Agreement (in the case of the Company, as Servicer) and
        that
        any conditions to such modification set forth in the Servicing Agreement
        or this
        Agreement have been satisfied. Furthermore, if the Servicing Agreement or
        this
        Agreement (in the case of the Company, as Servicer) requires the oversight
        and
        monitoring of loss mitigation measures with respect to the related Mortgage
        Loans, the Master Servicer will monitor any loss mitigation procedure or
        recovery action related to a defaulted Mortgage Loan (to the extent it receives
        notice of such from the related Servicer) and confirm that such loss mitigation
        procedure or recovery action is initiated, conducted and concluded in accordance
        with any timeframes and any other requirements set forth in the Servicing
        Agreement or this Agreement (in the case of the Company, as Servicer), and
        the
        Master Servicer shall notify the Depositor and the Insurer in any case in
        which
        the Master Servicer believes that the related Servicer is not complying with
        such timeframes and/or other requirements.

       

      The
        Trustee shall furnish the Company, the Servicers and the Master Servicer,
        upon
        written request from a servicing officer, with any powers of attorney and
        other
        documents in form as provided to it necessary or appropriate to enable the
        Company, the Servicer and the Master Servicer to service and administer the
        related Mortgage Loans and REO Property.

       

      The
        Trustee or the Custodian on its behalf, the Company or the related Servicer
        shall provide access to the records and documentation in possession of the
        Trustee or the Custodian on its behalf, the Company or the related Servicer
        regarding the related Mortgage Loans and REO Property and the servicing thereof
        to the Insurer, the Certificateholders, the FDIC, and the supervisory agents
        and
        examiners of the FDIC, such access being afforded only upon reasonable prior
        written request and during normal business hours at the office of the Trustee,
        the Custodian, the Company or the related Servicer; provided, however, that,
        unless otherwise required by law, neither the Trustee, the Custodian, the
        Company nor the related Servicer shall be required to provide access to such
        records and documentation if the provision thereof would violate the legal
        right
        to privacy of any Mortgagor. The Trustee, the Custodian, the Company and
        the
        related Servicer shall allow representatives of the above entities to photocopy
        any of the records and documentation and shall provide equipment for that
        purpose at a charge that covers the Trustee’s, the Custodian’s, the Company’s or
        the related Servicer’s actual costs.

       

      The
        Trustee shall execute and deliver to the Company or the related Servicer
        and the
        Master Servicer, upon such party’s written instruction (which includes the
        documents to be signed) any court pleadings, requests for trustee’s sale or
        other appropriate documents necessary or desirable to (i) the foreclosure
        or
        trustee’s sale with respect to a Mortgaged Property; (ii) any legal action
        brought to obtain judgment against any Mortgagor on the Mortgage Note or
        Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor;
        or (iv) enforce any other rights or remedies provided by the Mortgage Note
        or
        Security Instrument or otherwise available at law or equity.

       

      Section
        4.02  REMIC-Related
        Covenants. For as long as each REMIC created hereunder shall exist, the Trustee
        and the Securities Administrator shall act in accordance herewith to assure
        continuing treatment of such REMIC as a REMIC, and the Trustee and the
        Securities Administrator shall comply with any directions of the Sponsor,
        the
        Company, the Servicers or the Master Servicer to assure such continuing
        treatment. In particular, the Trustee shall not (a) sell or permit the sale
        of
        all or any portion of the Mortgage Loans or of any investment of deposits
        in an
        Account (except as otherwise expressly permitted by this Agreement) unless
        such
        sale is as a result of a repurchase of the Mortgage Loans pursuant to this
        Agreement or the Trustee has received a REMIC Opinion addressed to the Trustee
        prepared at the expense of the Trust Fund; and (b) other than with respect
        to a
        substitution pursuant to the Mortgage Loan Purchase Agreement or Section
        2.03 of
        this Agreement, as applicable, accept any contribution to any REMIC after
        the
        Startup Day without receipt of a REMIC Opinion.

       

      Section
        4.03  Monitoring
        of Company and Servicer. 

       

      (a)  The
        Master Servicer shall be responsible for reporting to the Trustee and the
        Sponsor the non-compliance by the Company and the related Servicer with its
        duties under this Agreement and the related Servicing Agreement. In the review
        of the Company’s and the related Servicer’s activities, the Master Servicer may
        rely upon an Officer’s Certificate of the Company and the related Servicer with
        regard to such Person’s compliance with the terms of this Agreement or the
        related Servicing Agreement. In the event that the Master Servicer, in its
        judgment, determines that the Company or the related Servicer (other than
        Wells
        Fargo) should be terminated in accordance with this Agreement or the related
        Servicing Agreement, or that a notice should be sent pursuant to this Agreement
        or the related Servicing Agreement with respect to the occurrence of an event
        that, unless cured, would constitute grounds for such termination, the Master
        Servicer shall notify the Sponsor , the Insurer and the Trustee thereof and
        the
        Master Servicer shall issue such notice or take such other action as it deems
        appropriate. In the event that the Master Servicer, in its judgment, determines
        that Wells Fargo should be terminated in accordance with the Wells Fargo
        Servicing Agreement, or that a notice should be sent pursuant to the Wells
        Fargo
        Servicing Agreement with respect to the occurrence of an event that, unless
        cured, would constitute grounds for such termination, the Master Servicer
        shall
        notify the Sponsor , the Insurer and the Trustee thereof in writing. Pursuant
        to
        its receipt of such written notification from the Master Servicer, the Trustee
        shall issue such notice of termination to Wells Fargo or take such other
        action
        as it deems appropriate.

       

      (b)  The
        Master Servicer, for the benefit of the Trustee and the Certificateholders
        and
        the Insurer, shall enforce the obligations of the Company under this Agreement
        and the related Servicer under the related Servicing Agreement, and
        shall, in the event that the Company or the related Servicer (other than
        Wells
        Fargo) fails to perform its obligations in accordance with this Agreement
        or the
        related Servicing Agreement, subject to the preceding paragraph, terminate
        the
        rights and obligations of such Person thereunder and act as servicer of the
        related Mortgage Loans or to cause the Trustee to enter into a new Servicing
        Agreement with a successor Servicer selected by the Master Servicer; provided,
        however, it is understood and acknowledged by the parties hereto that there
        shall be a period of transition (not to exceed 90 days) before the actual
        servicing functions can be fully transferred to such successor Servicer.
        In the
        event that Wells Fargo fails to perform its obligations in accordance with
        the
        Wells Fargo Servicing Agreement, subject to the preceding paragraph, the
        Master
        Servicer shall notify the Trustee in writing of such failure. Pursuant to
        its
        receipt of such notification from the Master Servicer, the Trustee shall
        terminate the rights and obligations of Wells Fargo under the Wells Fargo
        Servicing Agreement and enter into a new servicing agreement with a successor
        servicer selected by the Trustee or, in the case where it cannot find a
        successor servicer, it shall become the successor servicer; provided, however,
        it is understood and acknowledged by the parties hereto that there will be
        a
        period of transition (not to exceed 90 days) before the actual servicing
        functions can be fully transferred to such successor servicer. In either
        event,
        such enforcement, including, without limitation, the legal prosecution of
        claims, termination of the related Servicing Agreement and the pursuit of
        other
        appropriate remedies, shall be in such form and carried out to such an extent
        and at such time as the Master Servicer (or in the case Wells Fargo is
        terminated as the Servicer, the Successor Servicer or the Trustee, as
        applicable), in its good faith business judgment, would require were it the
        owner of the related Mortgage Loans. The Master Servicer shall pay the costs
        of
        such enforcement at its own expense, subject to its right of reimbursement
        pursuant to the provisions of this Agreement or the related Servicing Agreement,
        provided that the Master Servicer shall not be required to prosecute or defend
        any legal action except to the extent that the Master Servicer shall have
        received reasonable indemnity for its costs and expenses in pursuing such
        action. In the event that Wells Fargo is terminated as the Servicer, the
        Trustee
        shall pay the costs of such enforcement at its own expense, subject to its
        right
        to be reimbursed for such costs from the Distribution Account pursuant to
        Section 4.03(c); provided that the Trustee shall not be required to prosecute
        or
        defend any legal action except to the extent that the Trustee shall have
        received reasonable indemnity for its costs and expenses in pursuing such
        action. Nothing herein shall impose any obligation on the part of the Trustee
        to
        assume or succeed to the duties or obligations of Wells Fargo as Servicer
        or the
        Master Servicer unless the Trustee has not been able to find a successor
        servicer or a successor master servicer.

       

      (c)  To
        the
        extent that the costs and expenses of the Master Servicer or the Trustee,
        as
        applicable, related to any termination of a Servicer, or the enforcement
        or
        prosecution of related claims, rights or remedies or the appointment of a
        successor Servicer or the transfer and assumption of servicing by the Master
        Servicer or the Trustee, as applicable, with respect to this Agreement or
        the
        related Servicing Agreement (including, without limitation, (i) all legal
        costs
        and expenses and all due diligence costs and expenses associated with an
        evaluation of the potential termination of the Company or a Servicer as a
        result
        of an event of default by such Person and (ii) all costs and expenses associated
        with the complete transfer of servicing, including all servicing files and
        all
        servicing data and the completion, correction or manipulation of such servicing
        data as may be required by the successor servicer to correct any errors or
        insufficiencies in the servicing data or otherwise to enable the successor
        service to service the Mortgage Loans in accordance with this Agreement or
        the
        related Servicing Agreement) are not fully and timely reimbursed by the
        terminated Servicer, the Master Servicer or the Trustee, as applicable, shall
        be
        entitled to reimbursement of such costs and expenses from the Distribution
        Account, pursuant to Section 5.09.

       

      (d)  The
        Master Servicer shall require the Company and the related Servicer to comply
        with the remittance requirements and other obligations set forth in this
        Agreement or the related Servicing Agreement, as applicable.

       

      (e)  If
        the
        Master Servicer acts as a servicer, it will not assume liability for the
        representations and warranties of the Company or the related Servicer, if
        any,
        that it replaces.

       

      Section
        4.04  Fidelity
        Bond. The Master Servicer, at its expense, shall maintain in effect a blanket
        fidelity bond and an errors and omissions insurance policy, affording coverage
        with respect to all directors, officers, employees and other Persons acting
        on
        such Master Servicer’s behalf, and covering errors and omissions in the
        performance of the Master Servicer’s obligations hereunder. The errors and
        omissions insurance policy and the fidelity bond shall be in such form and
        amount generally acceptable for entities serving as master servicers or
        trustees.

       

      Section
        4.05  Power
        to
        Act; Procedures. The Master Servicer shall master service the Mortgage Loans
        and
        shall have full power and authority, subject to the REMIC Provisions and
        the
        provisions of Article XI hereof, to do any and all things that it may deem
        necessary or desirable in connection with the master servicing and
        administration of the Mortgage Loans, including but not limited to the power
        and
        authority (i) to execute and deliver, on behalf of the Certificateholders
        and
        the Trustee, customary consents or waivers and other instruments and documents,
        (ii) to consent to transfers of any Mortgaged Property and assumptions of
        the
        Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds
        and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
        of the ownership of the Mortgaged Property securing any Mortgage Loan, in
        each
        case, in accordance with the provisions of this Agreement and the related
        Servicing Agreement, as applicable; provided, however, that the Master Servicer
        shall not (and, consistent with its responsibilities under Section 4.03,
        shall
        not authorize the Company or the related Servicer to) knowingly or intentionally
        take any action, or fail to take (or fail to cause to be taken) any action
        reasonably within its control and the scope of duties more specifically set
        forth herein, that, under the REMIC Provisions, if taken or not taken, as
        the
        case may be, would cause REMIC I, REMIC II or REMIC III to fail to qualify
        as a
        REMIC or result in the imposition of a tax upon the Trust Fund (including
        but
        not limited to the tax on prohibited transactions as defined in Section
        860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
        in
        Section 860G(d) of the Code) unless the Master Servicer has received an Opinion
        of Counsel (but not at the expense of the Master Servicer) to the effect
        that
        the contemplated action will not cause REMIC I, REMIC II or REMIC III to
        fail to
        qualify as a REMIC or result in the imposition of a tax upon REMIC I, REMIC
        II
        or REMIC III as the case may be. The Trustee shall furnish the Master Servicer,
        upon written request from a Servicing Officer, with any powers of attorney
        empowering the Master Servicer, the Company or the related Servicer to execute
        and deliver instruments of satisfaction or cancellation, or of partial or
        full
        release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
        Property, and to appeal, prosecute or defend in any court action relating
        to the
        Mortgage Loans or the Mortgaged Property, in accordance with the related
        Servicing Agreement and this Agreement, and the Trustee shall execute and
        deliver such other documents, as the Master Servicer may request, to enable
        the
        Master Servicer to master service and administer the Mortgage Loans and carry
        out its duties hereunder, in each case in accordance with Accepted Master
        Servicing Practices (and the Trustee shall have no liability for misuse of
        any
        such powers of attorney by the Master Servicer, the Company or the related
        Servicer). If the Master Servicer or the Trustee has been advised that it
        is
        likely that the laws of the state in which action is to be taken prohibit
        such
        action if taken in the name of the Trustee or that the Trustee would be
        adversely affected under the “doing business” or tax laws of such state if such
        action is taken in its name, the Master Servicer shall join with the Trustee
        in
        the appointment of a co-trustee pursuant to Section 10.11 hereof. In the
        performance of its duties hereunder, the Master Servicer shall be an independent
        contractor and shall not, except in those instances where it is taking action
        in
        the name of the Trust, be deemed to be the agent of the Trust.

       

      Section
        4.06  Due-on-Sale
        Clauses; Assumption Agreements. To the extent provided in this Agreement
        or the
        related Servicing Agreement, to the extent Mortgage Loans contain enforceable
        due-on-sale clauses, the Master Servicer shall cause the Company and the
        related
        Servicer to enforce such clauses in accordance with this Agreement or the
        related Servicing Agreement. If applicable law prohibits the enforcement
        of a
        due-on-sale clause or such clause is otherwise not enforced in accordance
        with
        this Agreement or the related Servicing Agreement, and, as a consequence,
        a
        Mortgage Loan is assumed, the original Mortgagor may be released from liability
        in accordance with this Agreement or the related Servicing
        Agreement.

       

      Section
        4.07  Release
        of Mortgage Files. 

       

      (a)  Upon
        becoming aware of the payment in full of any Mortgage Loan, or the receipt
        by
        the Company or the related Servicer of a notification that payment in full
        has
        been escrowed in a manner customary for such purposes for payment to
        Certificateholders on the next Distribution Date, the Company or the related
        Servicer will, if required under the related Servicing Agreement (or if the
        Company or the related Servicer does not, the Master Servicer may), promptly
        furnish to the Custodian, on behalf of the Trustee, two copies of a
        certification substantially in the form of Exhibit G (or as otherwise provided
        in the Custodial Agreement) hereto signed by a Servicing Officer or in a
        mutually agreeable electronic format which will, in lieu of a signature on
        its
        face, originate from a Servicing Officer (which certification shall include
        a
        statement to the effect that all amounts received in connection with such
        payment that are required to be deposited in the Protected Account maintained
        by
        the Company or the Servicer pursuant to Article V or by the related Servicer
        pursuant to the related Servicing Agreement have been or will be so deposited)
        and shall request that the Custodian, on behalf of the Trustee, deliver to
        the
        Company or the related Servicer the related Mortgage File. Upon receipt of
        such
        certification and request, the Custodian, on behalf of the Trustee, shall
        promptly release the related Mortgage File to the Company or the related
        Servicer and the Trustee and Custodian shall have no further responsibility
        with
        regard to such Mortgage File. Upon any such payment in full, the Company
        or the
        related Servicer is authorized, to give, as agent for the Trustee, as the
        mortgagee under the Mortgage that secured the Mortgage Loan, an instrument
        of
        satisfaction (or assignment of mortgage without recourse, representation
        or
        warranty) regarding the Mortgaged Property subject to the Mortgage, which
        instrument of satisfaction or assignment, as the case may be, shall be delivered
        to the Person or Persons entitled thereto against receipt therefor of such
        payment, it being understood and agreed that no expenses incurred in connection
        with such instrument of satisfaction or assignment, as the case may be, shall
        be
        chargeable to the Protected Account.

       

      (b)  From
        time
        to time and as appropriate for the servicing or foreclosure of any Mortgage
        Loan
        and in accordance with this Agreement or the related Servicing Agreement,
        upon
        written instruction from such Servicer or the Master Servicer, the Trustee
        shall
        execute such documents as shall be prepared and furnished to the Trustee
        by the
        Company, the related Servicer or the Master Servicer (in form reasonably
        acceptable to the Trustee) and as are necessary to the prosecution of any
        such
        proceedings. The Custodian, on behalf of the Trustee, shall, upon the request
        of
        the Company, the related Servicer or the Master Servicer, and delivery to
        the
        Custodian, on behalf of the Trustee, of two copies of a request for release
        signed by a Servicing Officer substantially in the form of Exhibit G (or
        in a
        mutually agreeable electronic format which will, in lieu of a signature on
        its
        face, originate from a Servicing Officer), release the related Mortgage File
        held in its possession or control to the Company, the related Servicer or
        the
        Master Servicer, as applicable. Such trust receipt shall obligate the Company,
        the related Servicer or the Master Servicer to return the Mortgage File to
        the
        Custodian on behalf of the Trustee, when the need therefor by such Person
        no
        longer exists unless the Mortgage Loan shall be liquidated, in which case,
        upon
        receipt of a certificate of a Servicing Officer similar to that hereinabove
        specified, the Mortgage File shall be released by the Custodian, on behalf
        of
        the Trustee, to the Company, the related Servicer or the Master
        Servicer.

       

      Section
        4.08  Documents,
        Records and Funds in Possession of Master Servicer, Company and Servicer
        To Be
        Held for Trustee. 

       

      (a)  The
        Master Servicer shall transmit and the Company or the related Servicer (to
        the
        extent required by this Agreement or the related Servicing Agreement) shall
        transmit to the Trustee or Custodian such documents and instruments coming
        into
        the possession of such Person from time to time as are required by the terms
        hereof, or in the case of the related Servicer, the related Servicing Agreement,
        to be delivered to the Trustee or Custodian. Any funds received by the Master
        Servicer, the Company or by the related Servicer in respect of any Mortgage
        Loan
        or which otherwise are collected by the Master Servicer, the Company or by
        the
        related Servicer as Liquidation Proceeds or Insurance Proceeds in respect
        of any
        Mortgage Loan shall be held for the benefit of the Trustee, the
        Certificateholders and the Insurer subject to the Securities Administrator’s
        right to retain or withdraw from the Distribution Account, the Master Servicing
        Compensation and other amounts provided in this Agreement, and to the right
        of
        the Company and the related Servicer to retain its Servicing Fee and other
        amounts as provided in this Agreement or the related Servicing Agreement.
        The
        Master Servicer, the Company and the related Servicer shall provide access
        to
        information and documentation regarding the Mortgage Loans to the Trustee
        and,
        regarding the Mortgage Loans in Loan Group I to the Insurer, and the Mortgage
        Loans in Loan Group II-1 to the Class II-1-A Insurer, and their respective
        agents and accountants at any time upon reasonable request and during normal
        business hours, and to Certificateholders that are savings and loan
        associations, banks or insurance companies, the Office of Thrift Supervision,
        the FDIC and the supervisory agents and examiners of such Office and Corporation
        or examiners of any other federal or state banking or insurance regulatory
        authority if so required by applicable regulations of the Office of Thrift
        Supervision or other regulatory authority, such access to be afforded without
        charge but only upon reasonable request in writing and during normal business
        hours at the offices of the Master Servicer designated by it. In fulfilling
        such
        a request the Master Servicer shall not be responsible for determining the
        sufficiency of such information.

       

      (b)  All
        Mortgage Files and funds collected or held by, or under the control of, the
        Master Servicer, in respect of any Mortgage Loans, whether from the collection
        of principal and interest payments or from Liquidation Proceeds or Insurance
        Proceeds, shall be held by the Master Servicer for and on behalf of the Trustee
        and the Certificateholders and shall be and remain the sole and exclusive
        property of the Trustee; provided, however, that the Master Servicer, the
        Company and the related Servicer shall be entitled to setoff against, and
        deduct
        from, any such funds any amounts that are properly due and payable to the
        Master
        Servicer or such Servicer under this Agreement or the related Servicing
        Agreement.

       

      Section
        4.09  Standard
        Hazard Insurance and Flood Insurance Policies. 

       

      (a)  For
        each
        Mortgage Loan, the Master Servicer shall enforce any obligation of the Company
        and the related Servicer under this Agreement or the related Servicing Agreement
        to maintain or cause to be maintained standard fire and casualty insurance
        and,
        where applicable, flood insurance, all in accordance with the provisions
        of this
        Agreement or the related Servicing Agreement. It is understood and agreed
        that
        such insurance shall be with insurers meeting the eligibility requirements
        set
        forth in this Agreement and the related Servicing Agreement and that no
        earthquake or other additional insurance is to be required of any Mortgagor
        or
        to be maintained on property acquired in respect of a defaulted loan, other
        than
        pursuant to such applicable laws and regulations as shall at any time be
        in
        force and as shall require such additional insurance.

       

      (b)  Pursuant
        to Sections 5.01, 5.04 and 5.06 any amounts collected by the Company, the
        Servicers or the Master Servicer, or by the Company or the Servicers, under
        any
        insurance policies (other than amounts to be applied to the restoration or
        repair of the property subject to the related Mortgage or released to the
        Mortgagor in accordance with this Agreement or the Servicing Agreements)
        shall
        be deposited by the Company in its Protected Account or by the related Servicer
        or the Master Servicer into the Distribution Account, subject to withdrawal
        pursuant to Sections 5.02, 5.04 and 5.05, as applicable. Any cost incurred
        by
        the Master Servicer, the Company or the related Servicer in maintaining any
        such
        insurance if the Mortgagor defaults in its obligation to do so shall be added
        to
        the amount owing under the Mortgage Loan where the terms of the Mortgage
        Loan so
        permit; provided, however, that the addition of any such cost shall not be
        taken
        into account for purposes of calculating the distributions to be made to
        Certificateholders and shall be recoverable by the Master Servicer, the Company
        or the related Servicer pursuant to Sections 5.02, 5.04 and 5.05, as
        applicable.

       

      Section
        4.10  Presentment
        of Claims and Collection of Proceeds. The Master Servicer shall (to the extent
        provided in this Agreement and the related Servicing Agreement) cause the
        Company or the Servicer to, prepare and present on behalf of the Trustee
        and the
        Certificateholders all claims under the Insurance Policies and take such
        actions
        (including the negotiation, settlement, compromise or enforcement of the
        insured’s claim) as shall be necessary to realize recovery under such policies.
        Any proceeds disbursed to the Master Servicer (or disbursed to the Company
        or
        the related Servicer and remitted to the Master Servicer) in respect of such
        policies, bonds or contracts shall be promptly deposited in the Distribution
        Account upon receipt, except that any amounts realized that are to be applied
        to
        the repair or restoration of the related Mortgaged Property as a condition
        precedent to the presentation of claims on the related Mortgage Loan to the
        insurer under any applicable Insurance Policy need not be so deposited (or
        remitted).

       

      Section
        4.11  Maintenance
        of the Primary Mortgage Insurance Policies. 

       

      (a)  The
        Master Servicer shall not take, or authorize the Company or the related Servicer
        (to the extent such action is prohibited under this Agreement or the related
        Servicing Agreement) to take, any action that would result in noncoverage
        under
        any applicable Primary Mortgage Insurance Policy of any loss which, but for
        the
        actions of the Master Servicer, the Company or the related Servicer, would
        have
        been covered thereunder. The Master Servicer shall use its best reasonable
        efforts to cause the Company and the related Servicer (to the extent required
        under this Agreement and the related Servicing Agreement) to keep in force
        and
        effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain
        such insurance), primary mortgage insurance applicable to each Mortgage Loan
        (including any LPMI Policy) in accordance with the provisions of this Agreement
        and the related Servicing Agreement, as applicable. The Master Servicer shall
        not, and shall not authorize the Company or the related Servicer (to the
        extent
        required under this Agreement or the related Servicing Agreement) to, cancel
        or
        refuse to renew any such Primary Mortgage Insurance Policy that is in effect
        at
        the date of the initial issuance of the Mortgage Note and is required to
        be kept
        in force hereunder except in accordance with the provisions of this Agreement
        and the related Servicing Agreement, as applicable.

       

      (b)  The
        Master Servicer agrees to cause the Company and the related Servicer (to
        the
        extent required under this Agreement and the related Servicing Agreement)
        to
        present, on behalf of the Trustee and the Certificateholders, claims to the
        insurer under any Primary Mortgage Insurance Policies and, in this regard,
        to
        take such reasonable action as shall be necessary to permit recovery under
        any
        Primary Mortgage Insurance Policies respecting defaulted Mortgage Loans.
        Pursuant to Sections 5.01 and 5.05, any amounts collected by the Company
        or the
        related Servicer under any Primary Mortgage Insurance Policies shall be
        deposited by the Company in its Protected Account or by the Securities
        Administrator in the Distribution Account, subject to withdrawal pursuant
        to
        Section 5.02.

       

      Section
        4.12  Trustee
        to Retain Possession of Certain Insurance Policies and Documents. The Trustee
        (or the Custodian, as directed by the Trustee), shall retain possession and
        custody of the originals (to the extent available) of any Primary Mortgage
        Insurance Policies, or certificate of insurance if applicable, and any
        certificates of renewal as to the foregoing as may be issued from time to
        time
        as contemplated by this Agreement. Until all amounts distributable in respect
        of
        the Certificates have been distributed in full and the Master Servicer otherwise
        has fulfilled its obligations under this Agreement, the Trustee (or its
        Custodian, if any, as directed by the Trustee) shall also retain possession
        and
        custody of each Mortgage File in accordance with and subject to the terms
        and
        conditions of this Agreement. The Master Servicer shall promptly deliver
        or
        cause to be delivered to the Trustee (or the Custodian, as directed by the
        Trustee), upon the execution or receipt thereof the originals of any Primary
        Mortgage Insurance Policies, any certificates of renewal, and such other
        documents or instruments that constitute portions of the Mortgage File that
        come
        into the possession of the Master Servicer from time to time.

       

      Section
        4.13  Realization
        Upon Defaulted Mortgage Loans. The Master Servicer shall cause the Company
        and
        the related Servicer (to the extent required under this Agreement and the
        related Servicing Agreement) to foreclose upon, repossess or otherwise
        comparably convert the ownership of Mortgaged Properties securing such of
        the
        Mortgage Loans as come into and continue in default and as to which no
        satisfactory arrangements can be made for collection of delinquent payments,
        all
        in accordance with this Agreement or the related Servicing
        Agreement.

       

      Section
        4.14  Compensation
        for the Master Servicer. The Master Servicer will be entitled to receive
        the
        Master Servicing Fee as compensation for its activities under this Agreement;
        provided, that the aggregate Master Servicing Fee with respect to any
        Distribution Date shall be reduced by an amount equal to the Compensating
        Interest to the extent payable by the Master Servicer for such Distribution
        Date
        pursuant to Section 6.02 hereof. The Master Servicer will also be entitled
        to
        all income and gain realized from any investment of funds in the Distribution
        Account for the performance of its activities hereunder. The Master Servicer
        shall be required to pay all expenses incurred by it in connection with its
        activities hereunder and shall not be entitled to reimbursement therefor
        except
        as provided in this Agreement.

       

      Section
        4.15  REO
        Property. 

       

      (a)  In
        the
        event the Trust Fund acquires ownership of any REO Property in respect of
        any
        related Mortgage Loan, the deed or certificate of sale shall be issued to
        the
        Trustee, or to its nominee, on behalf of the related Certificateholders.
        The
        Master Servicer shall, to the extent provided in this Agreement or the related
        Servicing Agreement, cause the Company or the related Servicer to sell, any
        REO
        Property as expeditiously as possible and in accordance with the provisions
        of
        this Agreement and the related Servicing Agreement, as applicable. Pursuant
        to
        its efforts to sell such REO Property, the Master Servicer shall cause the
        Company or the related Servicer to protect and conserve, such REO Property
        in
        the manner and to the extent required by this Agreement or the related Servicing
        Agreement, in accordance with the REMIC Provisions and in a manner that does
        not
        result in a tax on “net income from foreclosure property” or cause such REO
        Property to fail to qualify as “foreclosure property” within the meaning of
        Section 860G(a)(8) of the Code.

       

      (b)  The
        Master Servicer shall, to the extent required by this Agreement or the related
        Servicing Agreement, cause the Company or the related Servicer to deposit
        all
        funds collected and received in connection with the operation of any REO
        Property in the Protected Account.

       

      (c)  The
        Master Servicer and the Company or the related Servicer, upon the final
        disposition of any REO Property, shall be entitled to reimbursement for any
        related unreimbursed Advances and other unreimbursed advances as well as
        any
        unpaid Servicing Fees from Liquidation Proceeds received in connection with
        the
        final disposition of such REO Property; provided, that any such unreimbursed
        Monthly Advances as well as any unpaid Servicing Fees may be reimbursed or
        paid,
        as the case may be, prior to final disposition, out of any net rental income
        or
        other net amounts derived from such REO Property.

       

      (d)  To
        the
        extent provided in this Agreement or the related Servicing Agreement, the
        Liquidation Proceeds from the final disposition of the REO Property, net
        of any
        payment to the Master Servicer and the Company or the related Servicer as
        provided above shall be deposited in the Protected Account on or prior to
        the
        Determination Date in the month following receipt thereof and be remitted
        by
        wire transfer in immediately available funds to the Securities Administrator
        for
        deposit into the related Distribution Account on the next succeeding Remittance
        Date.

       

      Section
        4.16  Annual
        Statement as to Compliance. 

       

      The
        Company as a Servicer, the Master Servicer and the Securities Administrator
        shall deliver (or otherwise make available) to the Depositor, the Securities
        Administrator and the Insurer not later than March 15th
        of each
        calendar year beginning in 2007, an Officer’s Certificate (an “Annual Statement
        of Compliance”) stating, as to each signatory thereof, that (i) a review of the
        activities of each such party during the preceding calendar year and of its
        performance under this Agreement or other applicable servicing agreement
        has
        been made under such officer’s supervision and (ii) to the best of such
        officer’s knowledge, based on such review, such party has fulfilled all of its
        obligations under this Agreement or other applicable servicing agreement
        in all
        material respects throughout such year, or, if there has been a failure to
        fulfill any such obligation in any material respect, specifying each such
        failure known to such officer and the nature and status of the cure provisions
        thereof. Such Annual Statement of Compliance shall contain no restrictions
        or
        limitations on its use. The Master Servicer shall enforce the obligations
        of
        each Servicer, to the extent set forth in the related Servicing Agreement,
        to
        deliver a similar Annual Statement of Compliance by that Servicer to the
        Depositor, the Securities Administrator and the Insurer as described above
        as
        and when required with respect to the Master Servicer. In the event that
        certain
        servicing responsibilities with respect to any Mortgage Loan have been delegated
        by the Company, the Master Servicer, the Securities Administrator or a Servicer
        to a subservicer or subcontractor, each such entity shall cause such subservicer
        or subcontractor (and with respect to each Servicer, the Master Servicer
        shall
        enforce the obligation of such Servicer to the extent required under the
        related
        Servicing Agreement) to deliver a similar Annual Statement of Compliance
        by such
        subservicer or subcontractor to the Depositor, the Securities Administrator
        and
        the Insurer as described above as and when required with respect to the Master
        Servicer or the related Servicer (as the case may be).

       

      Failure
        of the Company to comply with this Section 4.16 (including with respect to
        the
        timeframes required herein) shall be deemed a Company Default, and the Master
        Servicer shall, in addition to whatever rights the Master Servicer may have
        under this Agreement and at law or equity or to damages, including injunctive
        relief and specific performance, upon notice immediately terminate all of
        the
        rights and obligations of the Company under this Agreement and in and to
        the
        Mortgage Loans and the proceeds thereof without compensating the Company
        for the
        same. Failure of the Master Servicer to comply with this Section 4.16 (including
        with respect to the timeframes required herein) shall be deemed an Event
        of
        Default, and at the written direction of the Depositor the Trustee shall,
        in
        addition to whatever rights the Trustee may have under this Agreement and
        at law
        or equity or to damages, including injunctive relief and specific performance,
        upon notice immediately terminate all of the rights and obligations of the
        Master Servicer under this Agreement and in and to the Mortgage Loans and
        the
        proceeds thereof without compensating the Master Servicer for the same. Failure
        of the Securities Administrator to comply with this Section 4.16 (including
        with
        respect to the timeframes required in this Section) which failure results
        in a
        failure to timely file the related Form 10-K, shall be deemed a default and
        the
        Trustee at the written direction of the Depositor shall, in addition to whatever
        rights the Trustee may have under this Agreement and at law or equity or
        to
        damages, including injunctive relief and specific performance, upon notice
        immediately terminate all of the rights and obligations of the Securities
        Administrator under this Agreement and in and to the Mortgage Loans and the
        proceeds thereof without compensating the Securities Administrator for the
        same.
        This paragraph shall supersede any other provision in this Agreement or any
        other agreement to the contrary.

       

      Section
        4.17  Assessments
        of Compliance and Attestation Reports. 

       

      Pursuant
        to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
        AB,
        each of the Company as a Servicer, the Master Servicer, the Securities
        Administrator and the Custodian (to the extent set forth in this Section)
        (each,
        an “Attesting Party”) shall deliver (or otherwise make available) to the Master
        Servicer, the Securities Administrator, the Depositor and the Insurer on
        or
        before March 15th
        of each
        calendar year beginning in 2007, a report regarding such Attesting Party’s
        assessment of compliance (an “Assessment of Compliance”) with the Servicing
        Criteria during the preceding calendar year. The Assessment of Compliance,
        as
        set forth in Regulation AB, must contain the following:

       

      (a)  A
        statement by an authorized officer of such Attesting Party of its authority
        and
        responsibility for assessing compliance with the Servicing Criteria applicable
        to the related Attesting Party;

       

      (b)  A
        statement by an authorized officer that such Attesting Party used the Servicing
        Criteria attached as Exhibit N hereto, and which will also be attached to
        the
        Assessment of Compliance, to assess compliance with the Servicing Criteria
        applicable to the related Attesting Party;

       

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

       

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

       

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

       

      Such
        report at a minimum shall address each of the Servicing Criteria specified
        on
        Exhibit N hereto which are indicated as applicable to the related Attesting
        Party.

       

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

       

      The
        Master Servicer shall enforce the obligation of each Servicer to deliver
        to the
        Securities Administrator, the Master Servicer, the Depositor and the Insurer
        an
        Assessment of Compliance and Attestation Report as and when provided in the
        related Servicing Agreement. Each of the Company, the Master Servicer and
        the
        Securities Administrator shall cause, and the Master Servicer shall enforce
        the
        obligation (as and when provided in the related Servicing Agreement) of each
        Servicer to cause, any subservicer and each subcontractor (to the extent
        such
        subcontractor is determined by the Company, the Master Servicer or the
        Securities Administrator, as applicable, to be “participating in the servicing
        function” within the meaning of Item 1122 of Regulation AB) that is engaged by
        the Company, such Servicer, the Master Servicer or the Securities Administrator,
        as applicable, to deliver to the Securities Administrator, the Master Servicer,
        the Depositor and the Insurer an Assessment of Compliance and Attestation
        Report
        as and when provided above. Such Assessment of Compliance, as to any subservicer
        or subcontractor, shall at a minimum address the applicable Servicing Criteria
        specified on Exhibit N hereto which are indicated as applicable to any “primary
        servicer” to the extent such subservicer or subcontractor is performing any
        servicing function for the party who engages it and to the extent such party
        is
        not itself addressing the Servicing Criteria related to such servicing function
        in its own Assessment of Compliance. The Securities Administrator shall confirm
        that each of the Assessments of Compliance delivered to it, taken as a whole,
        address all of the Servicing Criteria and taken individually address the
        Servicing Criteria for each party as set forth in Exhibit N and notify the
        Depositor of any exceptions. Notwithstanding the foregoing, as to any
        subcontractor, an Assessment of Compliance is not required to be delivered
        unless it is required as part of a Form 10-K with respect to the Trust
        Fund.

       

      In
        addition, for the avoidance of doubt and without duplication, the Company
        as a
        Servicer shall (and shall cause each subservicer engaged by it to) provide
        the
        following information to the Depositor, the Securities Administrator and
        the
        Insurer: (A) any Company Default hereunder and any subservicer event of default
        under the terms of the related Subservicing Agreement, (B) any merger,
        consolidation or sale of substantially all of the assets of the Company or,
        to
        the best of the Company’s knowledge, any such subservicer, and (C) the Company’s
        entry into an agreement with a subservicer to perform or assist in the
        performance of any of the Company’s obligations as Servicer. 

       

      In
        addition, the Company as a Servicer, shall cause each subservicer engaged
        by it
        to provide the following information to the Depositor, the Securities
        Administrator and the Insurer, to the extent applicable, within the timeframes
        that the Company would otherwise have to provide such information:

       

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

       

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

       

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

       

      The
        Custodian shall deliver to the Master Servicer, the Securities Administrator,
        the Depositor and the Insurer an Assessment of Compliance and Attestation
        Report, as and when provided above, which shall at a minimum address each
        of the
        Servicing Criteria specified on Exhibit N hereto which are indicated as
        applicable to a “custodian”. Notwithstanding the foregoing, an Assessment of
        Compliance or Attestation Report is not required to be delivered by any
        Custodian unless it is required as part of a Form 10-K with respect to the
        Trust
        Fund.

       

      Failure
        of the Company to comply with this Section 4.17 (including with respect to
        the
        timeframes required herein) shall be deemed a Company Default, and the Master
        Servicer shall, in addition to whatever rights the Master Servicer may have
        under this Agreement and at law or equity or to damages, including injunctive
        relief and specific performance, upon notice immediately terminate all of
        the
        rights and obligations of the Company under this Agreement and in and to
        the
        Mortgage Loans and the proceeds thereof without compensating the Company
        for the
        same. Failure of the Master Servicer to comply with this Section 4.17 (including
        with respect to the timeframes required herein) shall, constitute an Event
        of
        Default, and at the written direction of the Depositor the Trustee shall,
        in
        addition to whatever rights the Trustee may have under this Agreement and
        at law
        or equity or to damages, including injunctive relief and specific performance,
        upon notice immediately terminate all of the rights and obligations of the
        Master Servicer under this Agreement and in and to the Mortgage Loans and
        the
        proceeds thereof without compensating the Master Servicer for the same (but
        subject to the Master Servicer’s rights to payment of any Master Servicing
        Compensation and reimbursement of all amounts for which it is entitled to
        be
        reimbursed prior to the date of termination). Failure of the Securities
        Administrator to comply with this Section 4.17 (including with respect to
        the
        timeframes required in this Section) which failure results in a failure to
        timely file the related Form 10-K, shall, constitute a default and at the
        written direction of the Depositor, the Trustee shall, in addition to whatever
        rights the Trustee may have under this Agreement and at law or equity or
        to
        damages, including injunctive relief and specific performance, upon notice
        immediately terminate all of the rights and obligations of the Securities
        Administrator under this Agreement and in and to the Mortgage Loans and the
        proceeds thereof without compensating the Securities Administrator for the
        same
        (but subject to the Securities Administrator’s right to reimbursement of all
        amounts for which it is entitled to be reimbursed prior to the date of
        termination). This paragraph shall supersede any other provision in this
        Agreement or any other agreement to the contrary.

       

      Section
        4.18  Reports
        Filed with Securities and Exchange Commission. 

       

      (a)  (i)
        (A)
        Within 15 days after each Distribution Date, the Securities Administrator
        shall,
        in accordance with industry standards, prepare and file with the Commission
        via
        the Electronic Data Gathering and Retrieval System (“EDGAR”), a Distribution
        Report on Form 10-D, signed by the Master Servicer, with a copy of the Monthly
        Statement to be furnished by the Securities Administrator to the
        Certificateholders for such Distribution Date; provided that, the Securities
        Administrator shall have received no later than five (5) calendar days after
        the
        related Distribution Date, all information required to be provided to the
        Securities Administrator as described in clause (a)(iv) below. Any disclosure
        that is in addition to the Monthly Statement and that is required to be included
        on Form 10-D (“Additional Form 10-D Disclosure”) shall
        be,
        pursuant to the paragraph immediately below, reported by the parties set
        forth
        on Exhibit O to the Securities Administrator and the Depositor and approved
        for
        inclusion by the Depositor, and the Securities Administrator will have no
        duty
        or liability for any failure hereunder to determine or prepare any Additional
        Form 10-D Disclosure absent such reporting (other than in the case where
        the
        Securities Administrator is the reporting party as set forth in Exhibit O)
        and
        approval.

       

      (B)  Within
        five (5) calendar days after the related Distribution Date, (i) the parties
        set
        forth in Exhibit O shall be required to provide, and the Master Servicer
        shall
        enforce the obligations of each Servicer (to the extent provided in the related
        Servicing Agreement) to provide, pursuant to Section 4.18(a)(iv) below, to
        the
        Securities Administrator and the Depositor, to the extent known by a responsible
        officer thereof, in EDGAR-compatible format, or in such other form as otherwise
        agreed upon by the Securities Administrator and the Depositor and such party,
        the form and substance of any Additional Form 10-D Disclosure, if applicable,
        and (ii) the Depositor will approve, as to form and substance, or disapprove,
        as
        the case may be, the inclusion of the Additional Form 10-D Disclosure on
        Form
        10-D. The Depositor shall be responsible for any reasonable fees and expenses
        assessed or incurred by the Securities Administrator in connection with
        including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
        Section.

       

      (C)  After
        preparing the Form 10-D, the Securities Administrator shall forward
        electronically a copy of the Form 10-D to the Depositor (in the case of any
        Additional 10-D Disclosure and otherwise if requested by the Depositor) and
        the
        Master Servicer for review. Within
        two Business Days after receipt of such copy, but no later than the 12th
        calendar day after the Distribution Date (provided that, the Securities
        Administrator forwards a copy of the Form 10-D no later than the 10th
        calendar
        after the Distribution Date), the Depositor shall notify the Securities
        Administrator in writing (which may be furnished electronically) of any changes
        to or approval of such Form 10-D. In the absence of receipt of any written
        changes or approval, the Securities Administrator shall be entitled to assume
        that such Form 10-D is in final form and the Securities Administrator may
        proceed with the execution and filing of the Form 10-D. No later than the
        13th
        calendar day after the related Distribution Date, a duly authorized officer
        of
        the Master Servicer shall sign the Form 10-D and, in the case where the Master
        Servicer and the Securities Administrator are not affiliated, return an
        electronic or fax copy of such signed Form 10-D (with an original executed
        hard
        copy to follow by overnight mail) to the Securities Administrator. If a Form
        10-D cannot be filed on time or if a previously filed Form 10-D needs to
        be
        amended, the Securities Administrator shall follow the procedures set forth
        in
        Section 4.18(a)(v)(B). Promptly (but no later than one (1) Business Day)
        after
        filing with the Commission, the Securities Administrator shall make available
        on
        its internet website identified in Section 6.06 a final executed copy of
        each
        Form 10-D filed by the Securities Administrator. The signing party at the
        Master
        Servicer can be contacted as set forth in Section 12.05. Form 10-D requires
        the
        registrant to indicate (by checking “yes” or “no”) that it (1) has filed all
        reports required to be filed by Section 13 or 15(d) of the Exchange Act during
        the preceding 12 months (or for such shorter period that the registrant was
        required to file such reports), and (2) has been subject to such filing
        requirements for the past 90 days. The Depositor shall notify the Securities
        Administrator in writing, no later than the fifth calendar day after the
        related
        Distribution Date with respect to the filing of a report on Form 10-D if
        the
        answer to the questions should be “no”. The Securities Administrator shall be
        entitled to rely on the representations in Section 2.04(vi) and in any such
        notice in preparing, executing and/or filing any such report. The parties
        to
        this Agreement acknowledge that the performance by the Master Servicer and
        the
        Securities Administrator of their respective duties under Sections 4.18(a)(i)
        and (v) related to the timely preparation, execution and filing of Form 10-D
        is
        contingent upon such parties strictly observing all applicable deadlines
        in the
        performance of their duties under such Sections. Neither the Master Servicer
        nor
        the Securities Administrator shall have any liability for any loss, expense,
        damage, claim arising out of or with respect to any failure to properly prepare,
        execute and/or timely file such Form 10-D, where such failure results from
        a
        party’s
        failure to deliver on a timely basis,
        any
        information from such party needed to prepare, arrange for execution or file
        such Form 10-D, not resulting from its own negligence, bad faith or willful
        misconduct. 

       

      (ii)  (A)
        Within four (4) Business Days after the occurrence of an event requiring
        disclosure on Form 8-K (each such event, a “Reportable Event”), the Securities
        Administrator shall prepare and file, at the direction of the Depositor,
        on
        behalf of the Trust, any Form 8-K, as required by the Exchange Act; provided
        that, the Depositor shall file the initial Form 8-K in connection with the
        issuance of the Certificates. Any disclosure or information related to a
        Reportable Event or that is otherwise required to be included on Form 8-K
        (“Form
        8-K Disclosure Information”) shall be, pursuant to the paragraph immediately
        below, reported by the parties set forth on Exhibit O to the Securities
        Administrator and the Depositor and approved for inclusion by the Depositor,
        and
        the Securities Administrator will have no duty or liability for any failure
        hereunder to determine or prepare any Form 8-K Disclosure Information absent
        such reporting (other than in the case where the Securities Administrator
        is the
        reporting party as set forth in Exhibit O) and approval.

       

      (B)  For
        so
        long as the Trust is subject to the Exchange Act reporting requirements,
        no
        later than the close of business on the 2nd Business Day after the occurrence
        of
        a Reportable Event (i) the parties set forth in Exhibit O shall be required
        pursuant to Section 4.18(a)(iv) below to provide, and the Master Servicer
        will
        enforce the obligations of each Servicer (to the extent provided in the related
        Servicing Agreement) to provide, to the Securities Administrator and the
        Depositor, to the extent known by a responsible officer thereof, in
        EDGAR-compatible format, or in such other form as otherwise agreed upon by
        the
        Securities Administrator and the Depositor and such party, the form and
        substance of any Form 8-K Disclosure Information, if applicable, and (ii)
        the
        Depositor shall approve, as to form and substance, or disapprove, as the
        case
        may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K.
        The
        Depositor shall be responsible for any reasonable fees and expenses assessed
        or
        incurred by the Securities Administrator in connection with including any
        Form
        8-K Disclosure Information on Form 8-K pursuant to this Section. 

       

      (C)  After
        preparing the Form 8-K, the Securities Administrator shall forward
        electronically a copy of the Form 8-K to the Depositor and the Master Servicer
        for review. No later than the close of business New York City time on the
        3rd
        Business Day after the Reportable Event, or in the case where the Master
        Servicer and Securities Administrator are affiliated, no later than noon
        New
        York City time on the 4th
        Business
        Day after the Reportable Event, a duly authorized officer of the Master Servicer
        shall sign the Form 8-K and, in the case where the Master Servicer and the
        Securities Administrator are not affiliated, return an electronic or fax
        copy of
        such signed Form 8-K (with an original executed hard copy to follow by overnight
        mail) to the Securities Administrator. Promptly, but no later than the close
        of
        business on the 3rd Business Day after the Reportable Event (provided that,
        the
        Securities Administrator forwards a copy of the Form 8-K no later than noon
        New
        York time on the third Business Day after the Reportable Event), the Depositor
        shall notify the Securities Administrator in writing (which may be furnished
        electronically) of any changes to or approval of such Form 8-K. In the absence
        of receipt of any written changes or approval, the Securities Administrator
        shall be entitled to assume that such Form 8-K is in final form and the
        Securities Administrator may proceed with the execution and filing of the
        Form
        8-K. If a Form 8-K cannot be filed on time or if a previously filed Form
        8-K
        needs to be amended, the Securities Administrator shall follow the procedures
        set forth in Section 4.18(a)(v)(B). Promptly (but no later than one (1) Business
        Day) after filing with the Commission, the Securities Administrator shall,
        make
        available on its internet website a final executed copy of each Form 8-K
        filed
        by the Securities Administrator. The signing party at the Master Servicer
        can be
        contacted as set forth in Section 12.05. The parties to this Agreement
        acknowledge that the performance by Master Servicer and the Securities
        Administrator of their respective duties under this Section 4.18(a)(ii) related
        to the timely preparation, execution and filing of Form 8-K is contingent
        upon
        such parties strictly observing all applicable deadlines in the performance
        of
        their duties under this Section 4.18(a)(ii). Neither the Master Servicer
        nor the
        Securities Administrator shall have any liability for any loss, expense,
        damage,
        claim arising out of or with respect to any failure to properly prepare,
        execute
        and/or timely file such Form 8-K, where such failure results from a party’s
        failure to deliver on a timely basis, any information from such party needed
        to
        prepare, arrange for execution or file such Form 8-K, not resulting from
        its own
        negligence, bad faith or willful misconduct.

       

      (iii)  
        (A)
        Within 90 days after the end of each fiscal year of the Trust or such earlier
        date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it
        being understood that the fiscal year for the Trust ends on December 31st
        of
        each year), commencing in March 2007, the Securities Administrator shall
        prepare
        and file on behalf of the Trust a Form 10-K, in form and substance as required
        by the Exchange Act. Each such Form 10-K shall include the following items,
        in
        each case to the extent they have been delivered to the Securities Administrator
        within the applicable time frames set forth in this Agreement, (I) an annual
        compliance statement for the
        Company as a Servicer, each
        Servicer, the
        Master Servicer, the Securities Administrator and any subservicer or
        subcontractor, as applicable, as described under Section 4.16, (II)(A) the
        annual reports on assessment of compliance with Servicing Criteria for the
        Company as a Servicer, each Servicer, the Master Servicer, each subservicer
        and
        subcontractor participating in the servicing function, the Securities
        Administrator and the Custodian, as described under Section 4.17, and (B)
        if any
        such report on assessment of compliance with Servicing Criteria described
        under
        Section 4.17 identifies any material instance of noncompliance, disclosure
        identifying such instance of noncompliance, or if any such report on assessment
        of compliance with Servicing Criteria described under Section 4.17 is not
        included as an exhibit to such Form 10-K, disclosure that such report is
        not
        included and an explanation why such report is not included, (III)(A) the
        registered public accounting firm attestation report for the Company, the
        Master
        Servicer, each Servicer, the Securities Administrator, each subservicer,
        each
        subcontractor, as applicable, and the Custodian, as described under Section
        4.17, and (B) if any registered public accounting firm attestation report
        described under Section 4.17 identifies any material instance of noncompliance,
        disclosure identifying such instance of noncompliance, or if any such registered
        public accounting firm attestation report is not included as an exhibit to
        such
        Form 10-K, disclosure that such report is not included and an explanation
        why
        such report is not included, and (IV) a Sarbanes-Oxley Certification as
        described in Section 4.18(a)(iii)(D) below (provided, however, that the
        Securities Administrator, at its discretion, may omit from the Form 10-K
        any
        annual compliance statement, assessment of compliance or attestation report
        that
        is not required to be filed with such Form 10-K pursuant to Regulation AB).
        Any
        disclosure or information in addition to (I) through (IV) above that is required
        to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be,
        pursuant to the paragraph immediately below, reported by the parties set
        forth
        on Exhibit O to the Securities Administrator and the Depositor and approved
        for
        inclusion by the Depositor, and the Securities Administrator will have no
        duty
        or liability for any failure hereunder to determine or prepare any Additional
        Form 10-K Disclosure absent such reporting (other than in the case where
        the
        Securities Administrator is the reporting party as set forth in Exhibit O)
        and
        approval.

       

      (B)  No
        later
        than March 15th
        of each
        year that the Trust is subject to the Exchange Act reporting requirements,
        commencing in 2007, (i) the parties set forth in Exhibit O shall be required
        to
        provide, and the Master Servicer shall enforce the obligations of each Servicer
        (to the extent provided in the related Servicing Agreement) to provide, pursuant
        to Section 4.18(a)(iv) below to the Securities Administrator and the Depositor,
        to the extent known by a responsible officer thereof, in EDGAR-compatible
        format, or in such other form as otherwise agreed upon by the Securities
        Administrator and the Depositor and such party, the form and substance of
        any
        Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor will
        approve, as to form and substance, or disapprove, as the case may be, the
        inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor
        shall be responsible for any reasonable fees and expenses assessed or incurred
        by the Securities Administrator in connection with including any Additional
        Form
        10-K Disclosure on Form 10-K pursuant to this Section.

       

      (C)  After
        preparing the Form 10-K, the Securities Administrator shall forward
        electronically a copy of the Form 10-K to the Depositor (only in the case
        where
        such Form 10-K includes Additional Form 10-K Disclosure and otherwise if
        requested by the Depositor) and the Master Servicer for review. Within three
        Business Days after receipt of such copy, but no later than March 25th
        (provided that, the Securities Administrator forwards a copy of the Form
        10-K no
        later than the third Business Day prior to March 25th), the Depositor shall
        notify the Securities Administrator in writing (which may be furnished
        electronically) of any changes to or approval of such Form 10-K. In the absence
        of receipt of any written changes or approval, the Securities Administrator
        shall be entitled to assume that such Form 10-K is in final form and the
        Securities Administrator may proceed with the execution and filing of the
        Form
        10-K. No later than the close of business Eastern Standard time on the 4th
        Business Day prior to the 10-K Filing Deadline, an officer of the Master
        Servicer in charge of the master servicing function shall sign the Form 10-K
        and, in the case where the Master Servicer and the Securities Administrator
        are
        unaffiliated, return an electronic or fax copy of such signed Form 10-K (with
        an
        original executed hard copy to follow by overnight mail) to the Securities
        Administrator. If a Form 10-K cannot be filed on time or if a previously
        filed
        Form 10-K needs to be amended, the Securities Administrator will follow the
        procedures set forth in Section 4.18(a)(v)(B). Promptly (but no later than
        one
        (1) Business Day) after filing with the Commission, the Securities Administrator
        shall make available on its internet website a final executed copy of each
        Form
        10-K filed by the Securities Administrator. The signing party at the Master
        Servicer can be contacted as set forth in Section 12.05. Form 10-K requires
        the
        registrant to indicate (by checking “yes” or “no”) that it (1) has filed all
        reports required to be filed by Section 13 or 15(d) of the Exchange Act during
        the preceding 12 months (or for such shorter period that the registrant was
        required to file such reports), and (2) has been subject to such filing
        requirements for the past 90 days. The Depositor shall notify the Securities
        Administrator in writing, no later than March 15th of each year in which
        the
        Trust is subject to the requirements of the Exchange Act with respect to
        the
        filing of a report on Form 10-K, if the answer to the questions should be
“no”.
        The Securities Administrator shall be entitled to rely on the representations
        in
        Section 2.04(vi) and in any such notice in preparing, executing and/or filing
        any such report. The parties to this Agreement acknowledge that the performance
        by the Master Servicer and the Securities Administrator of their respective
        duties under Sections 4.18(a)(iv) and (v) related to the timely preparation,
        execution and filing of Form 10-K is contingent upon such parties strictly
        observing all applicable deadlines in the performance of their duties under
        such
        Sections and Sections 4.16 and Section 4.17. Neither the Master Servicer
        nor the
        Securities Administrator shall have any liability for any loss, expense,
        damage,
        claim arising out of or with respect to any failure to properly prepare,
        execute
        and/or timely file such Form 10-K, where such failure results from the Master
        Servicer’s or the Securities Administrator’s inability or failure to receive, on
        a timely basis, any information from any other party hereto needed to prepare,
        arrange for execution or file such Form 10-K, not resulting from its own
        negligence, bad faith or willful misconduct. 

       

      (D)  Each
        Form
        10-K shall include a certification (the “Sarbanes-Oxley Certification”) required
        to be included therewith pursuant to the Sarbanes-Oxley Act which shall be
        signed by the Certifying Person and delivered to the Securities Administrator
        no
        later than March 15th
        of each
        year in which the Trust is subject to the reporting requirements of the Exchange
        Act. The Master Servicer shall cause any Servicer, and any subservicer or
        subcontractor engaged by it to, provide to the Person who signs the
        Sarbanes-Oxley Certification (the “Certifying Person”), by March 10th of each
        year in which the Trust is subject to the reporting requirements of the Exchange
        Act (or such other date specified in the related Servicing Agreement) and
        otherwise within a reasonable period of time upon request, a certification
        (each, a “Back-Up Certification”), in the form attached hereto as Exhibit L,
        upon which the Certifying Person, the entity for which the Certifying Person
        acts as an officer, and such entity’s officers, directors and Affiliates
        (collectively with the Certifying Person, “Certification Parties”) can
        reasonably rely. In addition, the Company as a Servicer and, in the case
        where
        the Master Servicer and Securities Administrator are not affiliated, the
        Securities Administrator shall sign a Back-Up Certification substantially
        in the
        form of Exhibit V; provided, however, that the Company and the Securities
        Administrator shall not be required to undertake an analysis of any accountant’s
        report attached as an exhibit to the Form 10-K. An officer of the Master
        Servicer in charge of the master servicing function shall serve as the
        Certifying Person on behalf of the Trust. Such officer of the Certifying
        Person
        can be contacted as set forth in Section 12.05.

       

      (iv)  With
        respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
        or any Form 8-K Disclosure Information (collectively, the “Additional
        Disclosure”) relating to the Trust Fund, the Securities Administrator’s
        obligation to include such Additional Information in the applicable Exchange
        Act
        report is subject to receipt from the entity that is indicated in Exhibit
        O as
        the responsible party for providing that information, if other than the
        Securities Administrator, as and when required as described in Section
        4.18(a)(i) through (iii) above. Such Additional Disclosure shall be accompanied
        by a notice substantially in the form of Exhibit P. Each of the Company as
        a
        Servicer, the Master Servicer, the Sponsor, the Securities Administrator
        and the
        Depositor hereby agrees to notify and provide, and the Master Servicer agrees
        to
        enforce the obligations (to the extent provided in the related Servicing
        Agreement) of each Servicer to notify and provide, to the extent known to
        the
        Company as a Servicer, the Master Servicer, the Sponsor, the Securities
        Administrator and the Depositor all Additional Disclosure relating to the
        Trust
        Fund, with respect to which such party is indicated in Exhibit O as the
        responsible party for providing that information. The Depositor shall be
        responsible for any reasonable fees and expenses assessed or incurred by
        the
        Securities Administrator in connection with including any Additional Disclosure
        information pursuant to this Section.

       

      So
        long
        as the Depositor is subject to the filing requirements of the Exchange Act
        with
        respect to the Trust Fund, the Trustee shall notify the Securities Administrator
        and the Depositor of any bankruptcy or receivership with respect to the Trustee
        or of any proceedings of the type described under Item 1117 of Regulation
        AB
        that have occurred as of the related Due Period, together with a description
        thereof, no later than the date on which such information is required of
        other
        parties hereto as set forth under this Section 4.18. In addition, the Trustee
        shall notify the Securities Administrator and the Depositor of any affiliations
        or relationships that develop after the Closing Date between the Trustee
        and the
        Depositor, the Sponsor, the Securities Administrator, the Master Servicer,
        the
        Insurer or the Custodian of the type described under Item 1119 of Regulation
        AB,
        together with a description thereof, no later than March 15 of each year
        that
        the Trust is subject to the Exchange Act reporting requirements, commencing
        in
        2007. Should the identification of any of the Depositor, the Sponsor, the
        Securities Administrator, the Master Servicer, the Insurer or the Custodian
        change, the Depositor shall promptly notify the Trustee.

       

      (v)  (A)
        On or
        prior to January 30th of the first year in which the Securities Administrator
        is
        able to do so under applicable law, the Securities Administrator shall prepare
        and file a Form 15 relating to the automatic suspension of reporting in respect
        of the Trust under the Exchange Act. 

       

      (B)  In
        the
        event that the Securities Administrator is unable to timely file with the
        Commission all or any required portion of any Form 8-K, 10-D or 10-K required
        to
        be filed by this Agreement because required disclosure information was either
        not delivered to it or delivered to it after the delivery deadlines set forth
        in
        this Agreement or for any other reason, the Securities Administrator shall
        promptly notify the Depositor and the Master Servicer. In the case of Form
        10-D
        and 10-K, the Depositor, the Master Servicer and the Securities Administrator
        shall cooperate to prepare and file a Form 12b-25 and a 10-DA and 10-KA as
        applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form
        8-K, the Securities Administrator will, upon receipt of all required Form
        8-K
        Disclosure Information and upon the approval and direction of the Depositor,
        include such disclosure information on the next Form 10-D. In the event that
        any
        previously filed Form 8-K, 10-D or 10-K needs to be amended, and such amendment
        relates to any Additional Disclosure, the Securities Administrator shall
        notify
        the Depositor and the parties affected thereby and such parties will cooperate
        to prepare any necessary Form 8-K, 10-DA or 10-KA. Any Form 15, Form 12b-25
        or
        any amendment to Form 8-K, 10-D or 10-K shall be signed by an appropriate
        officer of the Master Servicer. The parties hereto acknowledge that the
        performance by the Master Servicer and the Securities Administrator of their
        respective duties under this Section 4.18(a)(v) related to the timely
        preparation, execution and filing of Form 15, a Form 12b-25 or any amendment
        to
        Form 8-K, 10-D or 10-K is contingent upon the Master Servicer and the Depositor
        timely performing their duties under this Section. Neither the Master Servicer
        nor the Securities Administrator shall have any liability for any loss, expense,
        damage or claim arising out of or with respect to any failure to properly
        prepare, execute and/or timely file any such Form 15, Form 12b-25 or any
        amendments to Form 8-K, 10-D or 10-K, where such failure results from a party’s
        failure to deliver on a timely basis, any information from such party needed
        to
        prepare, arrange for execution or file such Form 15, Form 12b-25 or any
        amendments to Form 8-K, 10-D or 10-K, not resulting from its own negligence,
        bad
        faith or willful misconduct.

       

      The
        Depositor agrees to promptly furnish to the Securities Administrator, from
        time
        to time upon request, such further information, reports and financial statements
        within its control related to this Agreement, the Mortgage Loans as the
        Securities Administrator reasonably deems appropriate to prepare and file
        all
        necessary reports with the Commission. The Securities Administrator shall
        have
        no responsibility to file any items other than those specified in this Section
        4.18; provided, however, the Securities Administrator shall cooperate with
        the
        Depositor in connection with any additional filings with respect to the Trust
        Fund as the Depositor deems necessary under the Exchange Act. Fees and expenses
        incurred by the Securities Administrator in connection with this Section
        4.18
        shall not be reimbursable from the Trust Fund.

       

      (b)  The
        Securities Administrator shall indemnify and hold harmless, the Company,
        the
        Depositor and the Master Servicer and each of its officers, directors and
        affiliates from and against any losses, damages, penalties, fines, forfeitures,
        reasonable and necessary legal fees and related costs, judgments and other
        costs
        and expenses arising out of or based upon a breach of the Securities
        Administrator’s obligations under Sections 4.16, 4.17 and 4.18 or the Securities
        Administrator’s negligence, bad faith or willful misconduct in connection
        therewith. In addition, the Securities Administrator shall indemnify and
        hold
        harmless the Depositor and the Master Servicer and each of their respective
        officers, directors and affiliates from and against any losses, damages,
        penalties, fines, forfeitures, reasonable and necessary legal fees and related
        costs, judgments and other costs and expenses arising out of or based upon
        (i)
        any untrue statement or alleged untrue statement of any material fact contained
        in any Back-Up Certification, any Annual Statement of Compliance, any Assessment
        of Compliance or any Additional Disclosure provided by the Securities
        Administrator on its behalf or on behalf of any subservicer or subcontractor
        engaged by the Securities Administrator pursuant to Section 4.16, 4.17 or
        4.18
(the
        “Securities Administrator Information”), or (ii) any omission or alleged
        omission to state therein a material fact required to be stated therein or
        necessary to make the statements therein, in light of the circumstances in
        which
        they were made, not misleading; provided, by way of clarification, that this
        paragraph shall be construed solely by reference to the Securities Administrator
        Information and not to any other information communicated in connection with
        the
        Certificates, without regard to whether the Securities Administrator Information
        or any portion thereof is presented together with or separately from such
        other
        information.

       

      The
        Depositor shall indemnify and hold harmless the Securities Administrator
        and the
        Master Servicer and each of its officers, directors and affiliates from and
        against any losses, damages, penalties, fines, forfeitures, reasonable and
        necessary legal fees and related costs, judgments and other costs and expenses
        arising out of or based upon a breach of the obligations of the Depositor
        under
        Sections 4.16, 4.17 and 4.18 or the Depositor’s negligence, bad faith or willful
        misconduct in connection therewith. In addition, the Depositor shall indemnify
        and hold harmless the Master Servicer, the Securities Administrator and each
        of
        their respective officers, directors and affiliates from and against any
        losses,
        damages, penalties, fines, forfeitures, reasonable and necessary legal fees
        and
        related costs, judgments and other costs and expenses arising out of or based
        upon (i) any untrue statement or alleged untrue statement of any material
        fact
        contained in any Additional Disclosure provided by the Depositor that is
        required to be filed pursuant to this Section 4.18 (the
        “Depositor Information”),
        or
(ii)
        any
        omission or alleged omission to state therein a material fact required to
        be
        stated therein or necessary to make the statements therein, in light of the
        circumstances in which they were made, not misleading; provided, by way of
        clarification, that this paragraph shall be construed solely by reference
        to the
        Depositor Information that is required to be filed and not to any other
        information communicated in connection with the Certificates, without regard
        to
        whether the Depositor Information or any portion thereof is presented together
        with or separately from such other information.

       

      The
        Master Servicer shall indemnify and hold harmless the Company, the Securities
        Administrator and the Depositor and each of its respective officers, directors
        and affiliates from and against any losses, damages, penalties, fines,
        forfeitures, reasonable and necessary legal fees and related costs, judgments
        and other costs and expenses arising out of or based upon a breach of the
        obligations of the Master Servicer under Sections 4.16, 4.17 and 4.18 or
        the
        Master Servicer’s negligence, bad faith or willful misconduct in connection
        therewith. In addition, the Master Servicer shall indemnify and hold harmless
        the Depositor and each of its officers, directors and affiliates from and
        against any losses, damages, penalties, fines, forfeitures, reasonable and
        necessary legal fees and related costs, judgments and other costs and expenses
        arising out of or based upon (i) any untrue statement or alleged untrue
        statement of any material fact contained in any Annual Statement of Compliance,
        any Assessment of Compliance or any Additional Disclosure provided by the
        Master
        Servicer on its behalf or on behalf of any subservicer or subcontractor engaged
        by the Master Servicer pursuant to Section 4.16, 4.17 or 4.18 (the
        “Master Servicer Information”), or (ii) any omission or alleged omission to
        state therein a material fact required to be stated therein or necessary
        to make
        the statements therein, in light of the circumstances in which they were
        made,
        not misleading; provided, by way of clarification, that this paragraph shall
        be
        construed solely by reference to the Master Servicer Information and not
        to any
        other information communicated in connection with the Certificates, without
        regard to whether the Master Servicer Information or any portion thereof
        is
        presented together with or separately from such other information.

       

      The
        Company shall indemnify and hold harmless the Depositor, the Securities
        Administrator and the Master Servicer and each of its officers, directors
        and
        affiliates from and against any losses, damages, penalties, fines, forfeitures,
        reasonable and necessary legal fees and related costs, judgments and other
        costs
        and expenses arising out of or based upon a breach of the obligations of
        the
        Company under Sections 4.16, 4.17 and 4.18 or the Company’s negligence, bad
        faith or willful misconduct in connection therewith including any failure
        by the
        Company to identify any subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB. In addition, the Company
        shall
        indemnify and hold harmless the Depositor and the Master Servicer and each
        of
        their respective officers, directors and affiliates and the Master Servicer
        from
        and against any losses, damages, penalties, fines, forfeitures, reasonable
        and
        necessary legal fees and related costs, judgments and other costs and expenses
        arising out of or based upon (i) any untrue statement or alleged untrue
        statement of any material fact contained in any Back-Up Certification, any
        Annual Statement of Compliance, any Assessment of Compliance or any Additional
        Disclosure provided by the Company on its behalf or on behalf of any subservicer
        or subcontractor pursuant to Section 4.16, 4.17 or 4.18 (the
        “Company Information”), (ii) any breach by the Company of a representation,
        warranty or covenant set forth in Section 2.03(a)(vii) and Section
        2.03(b)(i-iii) or (iii) any omission or alleged omission to state therein
        a
        material fact required to be stated therein or necessary to make the statements
        therein, in light of the circumstances in which they were made, not misleading;
        provided, by way of clarification, that this paragraph shall be construed
        solely
        by reference to the Company Information and not to any other information
        communicated in connection with the Certificates, without regard to whether
        the
        Company Information or any portion thereof is presented together with or
        separately from such other information.

       

      If
        the
        indemnification provided for herein is unavailable or insufficient to hold
        harmless the Company, the Depositor, the Securities Administrator or the
        Master
        Servicer, as applicable, then the defaulting party, in connection with any
        conduct for which it is providing indemnification under this Section 4.18(b),
        agrees that it shall contribute to the amount paid or payable by the other
        parties as a result of the losses, claims, damages or liabilities of the
        other
        party in such proportion as is appropriate to reflect the relative fault
        and the
        relative benefit of the respective parties.

       

      The
        indemnification provisions set forth in this Section 4.18(b) shall survive
        the
        termination of this Agreement or the termination of any party to this
        Agreement.

       

      (c)  Failure
        of the Company to comply with this Section 4.18 (including with respect to
        the
        timeframes required herein) shall be deemed a Company Default, and the Master
        Servicer shall, in addition to whatever rights the Master Servicer may have
        under this Agreement and at law or equity or to damages, including injunctive
        relief and specific performance, upon notice immediately terminate all of
        the
        rights and obligations of the Company under this Agreement and in and to
        the
        Mortgage Loans and the proceeds thereof without compensating the Company
        for the
        same. Failure of the Master Servicer to comply with this Section 4.18 (including
        with respect to the timeframes required herein) shall, constitute an Event
        of
        Default, and at the written direction of the Depositor the Trustee shall,
        in
        addition to whatever rights the Trustee may have under this Agreement and
        at law
        or equity or to damages, including injunctive relief and specific performance,
        upon notice immediately terminate all of the rights and obligations of the
        Master Servicer under this Agreement and in and to the Mortgage Loans and
        the
        proceeds thereof without compensating the Master Servicer for the same (but
        subject to the Master Servicer rights to payment of any Master Servicing
        Compensation and reimbursement of all amounts for which it is entitled to
        be
        reimbursed prior to the date of termination). Failure of the Securities
        Administrator to comply with this Section 4.18 (including with respect to
        the
        timeframes required in this Section) which failure results in a failure to
        timely file the related Form 10-K, shall, at the written direction of the
        Depositor, constitute a default and the Trustee shall, in addition to whatever
        rights the Trustee may have under this Agreement and at law or equity or
        to
        damages, including injunctive relief and specific performance, upon notice
        immediately terminate all of the rights and obligations of the Securities
        Administrator under this Agreement and in and to the Mortgage Loans and the
        proceeds thereof without compensating the Securities Administrator for the
        same
        (but subject to the Securities Administrator’s right to reimbursement of all
        amounts for which it is entitled to be reimbursed prior to the date of
        termination). This paragraph shall supersede any other provision in this
        Agreement or any other agreement to the contrary. In connection with the
        termination of the Master Servicer or the Securities Administrator pursuant
        to
        this Section 4.18(d), the Trustee shall be entitled to reimbursement of all
        costs and expenses associated with such termination to the extent set forth
        in
        Section 10.05. Notwithstanding anything to the contrary in this Agreement,
        no
        Event of Default by the Master Servicer or default by the Securities
        Administrator shall have occurred with respect to any failure to properly
        prepare, execute and/or timely file any report on Form 8-K, Form 10-D or
        Form
        10-K, any Form 15 or Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K,
        where such failure results from any party’s failure to deliver, on a timely
        basis, any information from such party needed to prepare, arrange for execution
        or file any such report, Form or amendment, and does not result from its
        own
        negligence, bad faith or willful misconduct.

       

      In
        the
        case of any failure of performance described above, the Company shall promptly
        reimburse the Depositor, the Master Servicer and the Securities Administrator
        for all costs reasonably incurred by each such party in order to obtain the
        information, report, certification, accountants’ letter or other material not
        delivered pursuant to this Section 4.18 as required by the Company, any
        subservicer or any subcontractor.

       

      (d)  Notwithstanding
        the provisions of Section 12.01, this Section 4.18 may be amended without
        the
        consent of the Certificateholders.

       

      (e)  Any
        report, notice or notification to be delivered by the Company, the Master
        Servicer or the Securities Administrator to the Depositor pursuant to this
        Section 4.18, may be delivered via email to or,
        in
        the case of a notification, telephonically by calling Reg AB Compliance Manager
        at 212-272-7525. 

       

      Section
        4.19  Intention
        of the Parties and Interpretation. 

       

      Each
        of
        the parties acknowledges and agrees that the purpose of Sections 4.16, 4.17
        and
        4.18 of this Agreement is to facilitate compliance by the Sponsor, the Depositor
        and the Master Servicer with the provisions of Regulation AB. Therefore,
        each of
        the parties agrees that (a) the obligations of the parties hereunder shall
        be
        interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will be supplemented and modified as necessary to be
        consistent with any such amendments, interpretive advice or guidance, convention
        or consensus among active participants in the asset-backed securities markets,
        advice of counsel, or otherwise in respect of the requirements of Regulation
        AB,
        (c) the parties shall comply with reasonable requests made by the Sponsor,
        the
        Depositor, the Master Servicer or the Securities Administrator for delivery
        of
        additional or different information as the Sponsor, the Depositor, the Master
        Servicer or the Securities Administrator may determine in good faith is
        necessary to comply with the provisions of Regulation AB, and (d) no amendment
        of this Agreement shall be required to effect any such changes in the
        obligations of the parties to this transaction as are necessary to accommodate
        evolving interpretations of the provisions of Regulation AB.

       

      Section
        4.20  UCC.
        The
        Sponsor shall file any financing statements, continuation statements or
        amendments thereto required by any change in the Uniform Commercial
        Code.

       

      Section
        4.21  Optional
        Purchase of Certain Mortgage Loans. With respect to any Mortgage Loan which
        as
        of the first day of a Fiscal Quarter is delinquent in payment by 90 days
        or more
        or is an REO Property, the Seller shall have the right to purchase any such
        Mortgage Loan or REO Property from the Trust at a price equal to the Purchase
        Price; provided however (i) that such Mortgage Loan is still 90 days or more
        delinquent or is an REO Property as of the date of such purchase and (ii)
        this
        purchase option, if not theretofore exercised, shall terminate on the date
        prior
        to the last day of the related Fiscal Quarter. This purchase option, if not
        exercised, shall not be thereafter reinstated unless the delinquency is cured
        and the Mortgage Loan thereafter again becomes 90 days or more delinquent
        or
        becomes an REO Property, in which case the option shall again become exercisable
        as of the first day of the related Fiscal Quarter.

       

      In
        addition, EMC shall, at its option, purchase any Mortgage Loan from the Trust
        if
        the first Due Date for such Mortgage Loan is subsequent to the Cut-off Date
        and
        the initial Monthly Payment is not made within thirty (30) days of such Due
        Date. Such purchase shall be made at a price equal to the Repurchase Price.
        

       

      If
        at any
        time EMC remits to the Securities Administrator a payment for deposit in
        the
        Distribution Account covering the amount of the Repurchase Price for such
        a
        Mortgage Loan, and EMC provides to the Trustee a certification signed by
        a
        Servicing Officer stating that the amount of such payment has been deposited
        in
        the Distribution Account, then the Trustee shall execute the assignment of
        such
        Mortgage Loan prepared and delivered to the Trustee, at the request of EMC,
        without recourse, representation or warranty, to EMC which shall succeed
        to all
        the Trustee’s right, title and interest in and to such Mortgage Loan, and all
        security and documents relative thereto. Such assignment shall be an assignment
        outright and not for security. EMC will thereupon own such Mortgage, and
        all
        such security and documents, free of any further obligation to the Trustee
        or
        the Certificateholders with respect thereto.

       

       

       

      ARTICLE
        V


      ACCOUNTS

       

      Section
        5.01  Collection
        of Mortgage Loan Payments; Protected Account. 

       

      (a)  The
        Company shall make reasonable efforts in accordance with customary and usual
        standards of practice of prudent mortgage lenders in the respective states
        in
        which the Mortgaged Properties related to the EMC Mortgage Loans are located
        to
        collect all payments called for under the terms and provisions of the EMC
        Mortgage Loans to the extent such procedures shall be consistent with this
        Agreement and the terms and provisions of any related Required Insurance
        Policy.
        Consistent with the foregoing, the Company may in its discretion (i) waive
        any
        late payment charge and (ii) extend the due dates for payments due on a Mortgage
        Note related to an EMC Mortgage Loan for a period not greater than 125 days.
        In
        the event of any such arrangement, the Company shall make Advances on the
        related EMC Mortgage Loan during the scheduled period in accordance with
        the
        amortization schedule of such EMC Mortgage Loan without modification thereof
        by
        reason of such arrangements, and shall be entitled to reimbursement therefor
        in
        accordance with Section 6.01. The Company shall not be required to institute
        or
        join in litigation with respect to collection of any payment (whether under
        a
        Mortgage, Mortgage Note or otherwise or against any public or governmental
        authority with respect to a taking or condemnation) if it reasonably believes
        that enforcing the provision of the Mortgage or other instrument pursuant
        to
        which such payment is required is prohibited by applicable law. In
        addition, if (x) an EMC Mortgage Loan is in default or default is imminent
        or
        (y) the Company delivers to the Trustee and the Insurer a certification
        addressed to the Trustee and the Insurer, based on the advice of counsel
        or
        certified public accountants, in either case, that have a national reputation
        with respect to taxation of REMICs, that a modification of such EMC Mortgage
        Loan will not result in the imposition of taxes on or disqualify from REMIC
        status any of REMIC I, REMIC II or REMIC III, the Company may, (A) amend
        the
        related Mortgage Note to reduce the Mortgage Rate applicable thereto, provided
        that such reduced Mortgage Rate shall in no event be lower than 5.00% with
        respect to any EMC Mortgage Loan and (B) amend any Mortgage Note related
        to an
        EMC Mortgage Loan to extend to the maturity thereof.

       

      In
        accordance with the standards of the first paragraph of Section 3.01, the
        Company shall not waive (or permit a sub-servicer to waive) any Prepayment
        Charge related to an EMC Mortgage Loan unless: (i) the enforceability thereof
        shall have been limited by bankruptcy, insolvency, moratorium, receivership
        and
        other similar laws relating to creditors’ rights generally, (ii) the enforcement
        thereof is illegal, or any local, state or federal agency has threatened
        legal
        action if the prepayment penalty is enforced, (iii) the collectability thereof
        shall have been limited due to acceleration in connection with a foreclosure
        or
        other involuntary payment or (iv) such waiver is standard and customary in
        servicing similar Mortgage Loans and relates to a default or a reasonably
        foreseeable default and would, in the reasonable judgment of the Company,
        maximize recovery of total proceeds taking into account the value of such
        Prepayment Charge and the related EMC Mortgage Loan. If a Prepayment Charge
        is
        waived, but does not meet the standards described above, then the Company
        is
        required to pay the amount of such waived Prepayment Charge, for the benefit
        of
        the related Class P Certificates, by remitting such amount to the Securities
        Administrator (or the Master Servicer, if the Securities Administrator is
        no
        longer related to the Master Servicer) by the Remittance Date.

       

      (b)  The
        Company shall establish and maintain a Protected Account (which shall at
        all
        times be an Eligible Account) with a depository institution in the name of
        the
        Company for the benefit of the Trustee on behalf of the Certificateholders
        and
        the Insurer and designated “U.S. Bank National Association, in trust for
        registered holders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed
        Certificates Series 2006-AC1”. The Company shall deposit or cause to be
        deposited into the Protected Account on a daily basis within two Business
        Days
        of receipt and identification, except as otherwise specifically provided
        herein,
        the following payments and collections remitted by subservicers or received
        by
        it in respect of the EMC Mortgage Loans subsequent to the Cut-off Date (other
        than in respect of principal and interest due on the EMC Mortgage Loans on
        or
        before the Cut-off Date) and the following amounts required to be deposited
        hereunder:

       

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

       

      (ii)  all
        payments on account of interest on the EMC Mortgage Loans net of the related
        Servicing Fee permitted under Section 3.10 and LPMI Fees, if any;

       

      (iii)  all
        Liquidation Proceeds and Insurance Proceeds with respect to any EMC Mortgage
        Loans, other than proceeds to be applied to the restoration or repair of
        the
        Mortgaged Property or released to the Mortgagor in accordance with the Company’s
        normal servicing procedures;

       

      (iv)  any
        amount required to be deposited by the Company pursuant to Section 5.01(c)
        in
        connection with any losses on Permitted Investments;

       

      (v)  any
        amounts required to be deposited by the Company pursuant to Section
        3.05;

       

      (vi)  any
        Prepayment Charges collected on the EMC Mortgage Loans; and

       

      (vii)  any
        other
        amounts required to be deposited hereunder.

       

      The
        foregoing requirements for remittance by the Company into the Protected Account
        shall be exclusive, it being understood and agreed that, without limiting
        the
        generality of the foregoing, payments in the nature of late payment charges
        or
        assumption fees, if collected, need not be remitted by the Company. In the
        event
        that the Company shall remit any amount not required to be remitted and not
        otherwise subject to withdrawal pursuant to Section 5.02, it may at any time
        withdraw or direct the institution maintaining the Protected Account, to
        withdraw such amount from the Protected Account, any provision herein to
        the
        contrary notwithstanding. Such withdrawal or direction may be accomplished
        by
        delivering written notice thereof to the institution maintaining the Protected
        Account, that describes the amounts deposited in error in the Protected Account.
        The Company shall maintain adequate records with respect to all withdrawals
        made
        pursuant to this Section. Reconciliations will be prepared for the Protected
        Account within 45 calendar days after the bank statement cut-off date. All
        items
        requiring reconciliation will be resolved within 90 calendar days of their
        original identification. All funds deposited in the Protected Account shall
        be
        held in trust for the Certificateholders and the Insurer until withdrawn
        in
        accordance with Section 5.02.

       

      (c)  The
        institution that maintains the Protected Account shall invest the funds in
        the
        Protected Account, in the manner directed by the Company, in Permitted
        Investments which shall mature not later than the Remittance Date and shall
        not
        be sold or disposed of prior to its maturity. All such Permitted Investments
        shall be made in the name of the Trustee, for the benefit of the
        Certificateholders and the Certificate Insurer. All income and gain net of
        any
        losses realized from any such investment shall be for the benefit of the
        Company
        as servicing compensation and shall be remitted to it monthly as provided
        herein. The amount of any losses incurred in the Protected Account in respect
        of
        any such investments shall be deposited by the Company into the Protected
        Account, out of the Company’s own funds.

       

      (d)  The
        Company shall give at least 30 days advance notice to the Trustee, the Sponsor,
        the Master Servicer, each Rating Agency and the Insurer and the Depositor
        of any
        proposed change of location of the Protected Account prior to any change
        thereof.

       

      (e)  In
        the
        event that the Master Servicer and Securities Administrator are no longer
        affiliated, the Master Servicer shall establish and maintain an account separate
        from the Distribution Account into which any funds remitted by the Company
        and
        Servicers will be deposited. No later than noon New York time on the Business
        Day prior to each Distribution Date, the Master Servicer shall remit any
        such
        funds to the Paying Agent for deposit in the Distribution Account. The Master
        Servicer shall make the following permitted withdrawals and transfers from
        such
        account:

       

      (i)  The
        Master Servicer will, from time to time on demand of the Company, a Servicer
        or
        the Securities Administrator, make or cause to be made such withdrawals or
        transfers from the account as the Master Servicer has designated for such
        transfer or withdrawal pursuant to this Agreement and the related Servicing
        Agreement. The Master Servicer may clear and terminate the account pursuant
        to
        Section 11.01 and remove amounts from time to time deposited in
        error.

       

      (ii)  On
        an
        ongoing basis, the Master Servicer shall withdraw from the account (i) any
        expenses, costs and liabilities recoverable by the Trustee, the Master Servicer
        or the Securities Administrator or the Custodian pursuant to Sections 4.03,
        8.04
        and 10.05 and (ii) any amounts payable to the Master Servicer as set forth
        in
        Section 4.14; provided, however, that the Master Servicer shall be obligated
        to
        pay from its own funds any amounts which it is required to pay under Section
        8.03(a).

       

      (iii)  In
        addition, on or before each Business Day prior to each Distribution Date,
        the
        Master Servicer shall deposit in the Distribution Account (or remit to the
        Trustee for deposit therein) any Monthly Advances required to be made by
        the
        Master Servicer with respect to the Mortgage Loans.

       

      (iv)  No
        later
        than noon New York time on each Business Day prior to each Distribution Date,
        the Master Servicer will transfer all Available Funds on deposit in the account
        with respect to the related Distribution Date to the Paying Agent for deposit
        in
        the Distribution Account.

       

      Section
        5.02  Permitted
        Withdrawals From the Protected Account. 

       

      (a)  The
        Company may from time to time make withdrawals from the Protected Account
        for
        the following purposes:

       

      (i)  to
        pay
        itself (to the extent not previously paid to or withheld by the Company),
        as
        servicing compensation in accordance with Section 3.10, that portion of any
        payment of interest that equals the Servicing Fee for the period with respect
        to
        which such interest payment was made, and, as additional servicing compensation,
        those other amounts set forth in Section 3.10;

       

      (ii)  to
        reimburse the Company for Advances made by it with respect to the Mortgage
        Loans, provided, however, that the Company’s right of reimbursement pursuant to
        this subclause (ii) shall be limited to amounts received on particular EMC
        Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds and
        Insurance Proceeds and Subsequent Recoveries) that represent late recoveries
        of
        payments of principal and/or interest on such particular EMC Mortgage Loan(s)
        in
        respect of which any such Advance was made;

       

      (iii)  to
        reimburse the Company for any previously made portion of a Servicing Advance
        or
        an Advance made by the Company that, in the good faith judgment of the Company,
        will not be ultimately recoverable by it from the related Mortgagor, any
        related
        Liquidation Proceeds, Insurance Proceeds or otherwise (a “Nonrecoverable
        Advance”), to the extent not reimbursed pursuant to clause (ii) or clause
        (v);

       

      (iv)  to
        reimburse the Company from Insurance Proceeds for Insured Expenses covered
        by
        the related Insurance Policy;

       

      (v)  to
        pay
        the Company any unpaid Servicing Fees and to reimburse it for any unreimbursed
        Servicing Advances, provided, however, that the Company’s right to reimbursement
        for Servicing Advances pursuant to this subclause (v) with respect to any
        EMC
        Mortgage Loan shall be limited to amounts received on particular EMC Mortgage
        Loan(s) (including, for this purpose, Liquidation Proceeds, Insurance Proceeds
        and purchase and repurchase proceeds) that represent late recoveries of the
        payments for which such Servicing Advances were made;

       

      (vi)  to
        pay to
        the Sponsor, the Depositor or itself, as applicable, with respect to each
        EMC
        Mortgage Loan or property acquired in respect thereof that has been purchased
        pursuant to Section 2.02, 2.03 or 4.21 of this Agreement, all amounts received
        thereon and not taken into account in determining the related Stated Principal
        Balance of such repurchased EMC Mortgage Loan;

       

      (vii)  to
        pay
        any expenses recoverable by the Company pursuant to Section 8.04 of this
        Agreement;

       

      (viii)  to
        withdraw pursuant to Section 5.01 any amount deposited in the Protected Account
        and not required to be deposited therein; and

       

      (ix)  to
        clear
        and terminate the Protected Account upon termination of this Agreement pursuant
        to Section 11.01 hereof.

       

      In
        addition, no later than 1:00 p.m. Eastern time on the Remittance Date, the
        Company shall withdraw from the Protected Accounts and remit to the Securities
        Administrator the amount required to be withdrawn therefrom pursuant to Section
        5.05 hereof. With respect to any remittance received by the Securities
        Administrator from EMC after the date on which such remittance was due, EMC
        shall pay to the Securities Administrator interest on any such late remittance
        at an annual rate equal to the prime rate announced to be in effect from
        time to
        time as published as the average rate in The Wall Street Journal (Northeast
        Edition), plus two percentage points, but in no event greater than the maximum
        amount permitted by applicable law. Such interest shall be deposited in EMC’s
        Protected Account by EMC on the date such late payment is made and shall
        cover
        the period commencing with the day following the date on which such remittance
        was due and ending with the Business Day on which such remittance is made,
        both
        inclusive. Such interest shall be remitted along with the distribution payable
        on the next succeeding Remittance Date. The payment by EMC of any such interest
        shall not be deemed an extension of time for payment or a waiver of any Event
        of
        Default with respect to EMC.

       

      The
        Company shall keep and maintain separate accounting, on a Mortgage Loan by
        Mortgage Loan basis, for the purpose of justifying any withdrawal from the
        Protected Account pursuant to subclauses (i), (ii), (iv), (v) and (vi) above.
        Prior to making any withdrawal from the Protected Account pursuant to subclause
        (iii), the Company shall deliver to the Trustee an Officer’s Certificate of a
        Servicing Officer indicating the amount of any previous Advance or Servicing
        Advance determined by the Company to be a Nonrecoverable Advance and identifying
        the related EMC Mortgage Loan(s), and their respective portions of such
        Nonrecoverable Advance.

       

      Section
        5.03  Reports
        to Master Servicer. On or before the tenth calendar day of each month, the
        Company shall furnish to the Master Servicer electronically in a format
        acceptable to the Master Servicer loan accounting reports in the investor’s
        assigned loan number order to document the payment activity on each EMC Mortgage
        Loan on an individual mortgage loan basis and containing the data required
        by
        the forms attached hereto as Exhibit S, Exhibit T and Exhibit U or in a format
        mutually agreed upon between the Company and the Master Servicer. 

       

      In
        addition, the Company shall provide to the Master Servicer and the Depositor:
        

       

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

       

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

       

      Section
        5.04  Collection
        of Taxes; Assessments and Similar Items; Escrow Accounts. With respect to
        each
        EMC Mortgage Loan, to the extent required by the related Mortgage Note, the
        Company shall establish and maintain one or more accounts (each, an “Escrow
        Account”) and deposit and retain therein all collections from the Mortgagors (or
        advances by the Company) for the payment of taxes, assessments, hazard insurance
        premiums or comparable items for the account of the Mortgagors. Nothing herein
        shall require the Company to compel a Mortgagor to establish an Escrow Account
        in violation of applicable law.

       

      Withdrawals
        of amounts so collected from the Escrow Accounts may be made only to effect
        timely payment of taxes, assessments, hazard insurance premiums, condominium
        or
        PUD association dues, or comparable items, to reimburse the Company out of
        related collections for any payments made with respect to each EMC Mortgage
        Loan
        pursuant to Section 3.01 (with respect to taxes and assessments and insurance
        premiums) and Section 3.05 (with respect to hazard insurance), to refund
        to any
        Mortgagors for any EMC Mortgage Loans any sums as may be determined to be
        overages, to pay interest, if required by law or the terms of the related
        Mortgage or Mortgage Note, to such Mortgagors on balances in the Escrow Account
        or to clear and terminate the Escrow Account at the termination of this
        Agreement in accordance with Section 11.01 thereof. The Escrow Account shall
        not
        be a part of the Trust Fund.

       

      Section
        5.05  Servicer
        Protected Accounts. 

       

      (a)  The
        Master Servicer shall enforce the obligation of the Company and the Servicers
        to
        establish and maintain a Protected Account in accordance with this Agreement
        and
        the Servicing Agreements, with records to be kept with respect thereto on
        a
        Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited
        within one Business Day (or as of such other time specified in the Servicing
        Agreements) of receipt all collections of principal and interest on any Mortgage
        Loan and with respect to any REO Property received by the Company or the
        related
        Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation
        Proceeds, Subsequent Recoveries, and advances made from the Company’s or such
        Servicer’s own funds (less servicing compensation as permitted by this Agreement
        or the related Servicing Agreement) and all other amounts to be deposited
        in the
        Protected Accounts. Each of the Company and the Servicers are hereby authorized
        to make withdrawals from and deposits to the related Protected Account for
        purposes required or permitted by this Agreement. To the extent provided
        in this
        Agreement or any Servicing Agreement, the Protected Account shall be held
        in a
        Designated Depository Institution and segregated on the books of such
        institution in the name of the Trustee for the benefit of
        Certificateholders.

       

      (b)  To
        the
        extent provided in this Agreement or any Servicing Agreement, amounts on
        deposit
        in a Protected Account may be invested in Permitted Investments in the name
        of
        the Trustee for the benefit of Certificateholders and, except as provided
        in the
        preceding paragraph, not commingled with any other funds, such Permitted
        Investments to mature, or to be subject to redemption or withdrawal, no later
        than the date on which such funds are required to be withdrawn for deposit
        in
        the Distribution Account, and shall be held until required for such deposit.
        The
        income earned from Permitted Investments made pursuant to this Section 5.05
        shall be paid to the Company or the related Servicer under this Agreement
        or the
        related Servicing Agreement, and the risk of loss of moneys required to be
        distributed to the Certificateholders resulting from such investments shall
        be
        borne by and be the risk of the Company or the related Servicer, as the case
        may
        be. The Company or the related Servicer (to the extent provided in this
        Agreement or the related Servicing Agreement) shall deposit the amount of
        any
        such loss in the Protected Account within two Business Days of receipt of
        notification of such loss but not later than the second Business Day prior
        to
        the Distribution Date on which the moneys so invested are required to be
        distributed to the Certificateholders.

       

      (c)  To
        the
        extent provided in this Agreement or the related Servicing Agreement and
        subject
        to this Article V, on or before each Remittance Date, the Company or the
        related
        Servicer shall withdraw or shall cause to be withdrawn from its Protected
        Account and shall immediately deposit or cause to be deposited in the
        Distribution Account amounts representing the following collections and payments
        (other than with respect to principal of or interest on the Mortgage Loans
        due
        on or before the Cut-off Date):

       

      (i)  With
        respect to each Loan Group Scheduled Payments on the Mortgage Loans received
        or
        any related portion thereof advanced by the Company or the related Servicer
        pursuant to the related Servicing Agreement which were due on or before the
        related Due Date, net of the amount thereof comprising the Servicing
        Fees;

       

      (ii)  with
        respect to each Loan Group, Full Principal Prepayments and any Liquidation
        Proceeds received by the Company or the related Servicer with respect to
        such
        Mortgage Loans in the related Prepayment Period, with interest to the date
        of
        prepayment or liquidation, net of the amount thereof comprising the Servicing
        Fees and LPMI Fees, if any;

       

      (iii)  With
        respect to each Loan Group, Partial Principal Prepayments received by the
        Company or the related Servicer for such Mortgage Loans in the related
        Prepayment Period;

       

      (iv)  With
        respect to each Loan Group any amount to be used as an Advance; and

       

      (v)  With
        respect to each Loan Group, the amount of any Prepayment Charges collected
        with
        respect to the Mortgage Loans and the amount of any Prepayment Charges paid
        by
        the Company or the related Servicer in connection with the waiver of a
        Prepayment Charge in a manner that is not permitted under this Agreement
        or the
        related Servicing Agreement.

       

      (d)  with
        respect to each Loan Group, withdrawals may be made from a Protected Account
        by
        the Company as described in Section 5.02 hereof and by the Master Servicer
        or
        the related Servicer only to make remittances as provided in Section 5.05(c);
        to
        reimburse the Master Servicer or the Servicer for Advances which have been
        recovered by subsequent collection from the related Mortgagor; to remove
        amounts
        deposited in error; to remove fees, charges or other such amounts deposited
        on a
        temporary basis; or to clear and terminate the account at the termination
        of
        this Agreement in accordance with Section 11.01. As provided in Section 5.05(c)
        certain amounts otherwise due to the related Servicer may be retained by
        the
        related Servicer and need not be deposited in the Distribution
        Account.

       

      Section
        5.06   [Reserved]. 

       

      Section
        5.07   [Reserved]. 

       

      Section
        5.08  Distribution
        Account. 

       

      (a)  The
        Securities Administrator shall establish and maintain in the name of the
        Trustee, for the benefit of the Certificateholders and the Insurer, the
        Distribution Account as a segregated trust account or accounts. The Distribution
        Account shall be an Eligible Account. The Master Servicer or Servicer, as
        the
        case may be, will remit to the Securities Administrator for deposit in the
        Distribution Account the following amounts:

       

      (i)  with
        respect to each Loan Group, any Advance and any Compensating Interest
        Payments;

       

      (ii)  with
        respect to each Loan Group, any Insurance Proceeds, Liquidation Proceeds
        or
        Subsequent Recoveries received by or on behalf of the Master Servicer or
        which
        were not deposited in a Protected Account;

       

      (iii)  with
        respect to each Loan Group, the Repurchase Price with respect to any Mortgage
        Loans purchased by the Sponsor or Section 2.02 or 2.03, any amounts which
        are to
        be treated pursuant to Section 5.09 of this Agreement as the payment of such
        a
        Repurchase Price, the Repurchase Price with respect to any Mortgage Loans
        purchased by EMC pursuant to Section 4.21, and all proceeds of any Mortgage
        Loans or property acquired with respect thereto repurchased by the Sponsor
        or
        its designee pursuant to Section 11.01;

       

      (iv)  with
        respect to each Loan Group, any amounts required to be deposited with respect
        to
        losses on investments of deposits in an Account; and

       

      (v)with
        respect to each Loan Group, any other amounts received by or on behalf of
        the
        Master Servicer or the Trustee and required to be deposited in the Distribution
        Account pursuant to this Agreement.

       

      (b)  All
        amounts deposited to the Distribution Account shall be held by the Securities
        Administrator in the name of the Trustee in trust for the benefit of the
        Certificateholders and the Insurer in accordance with the terms and provisions
        of this Agreement. The requirements for crediting the Distribution Account
        shall
        be exclusive, it being understood and agreed that, without limiting the
        generality of the foregoing, payments in the nature of late payment charges
        or
        assumption, tax service, statement account or payoff, substitution,
        satisfaction, release and other like fees and charges, need not be credited
        by
        the Master Servicer or the related Servicer to the Distribution Account.
        In the
        event that the Master Servicer shall deposit or cause to be deposited to
        the
        Distribution Account any amount not required to be credited thereto, the
        Securities Administrator, upon receipt of a written request therefor signed
        by a
        Servicing Officer of the Master Servicer, shall promptly transfer such amount
        to
        the Master Servicer, any provision herein to the contrary
        notwithstanding.

       

      (c)  The
        Distribution Account shall constitute a trust account of the Trust Fund
        segregated on the books of the Securities Administrator and held by the
        Securities Administrator and the Distribution Account and the funds deposited
        therein shall not be subject to, and shall be protected from, all claims,
        liens,
        and encumbrances of any creditors or depositors of the Securities Administrator
        (whether made directly, or indirectly through a liquidator or receiver of
        the
        Securities Administrator. The amount at any time credited to the Distribution
        Account may be, as directed by the Master Servicer, held either uninvested
        in a
        trust or deposit account of the Securities Administrator with no liability
        for
        interest or other compensation thereof, except as otherwise agreed in writing
        with the Master Servicer, or invested in the name of the Trustee, in such
        Permitted Investments as may be selected by the Master Servicer on such
        direction which mature not later than the Business Day next preceding the
        succeeding Distribution Date, except if such Permitted Investment is an
        obligation of or is managed by the institution that maintains such fund or
        account, then such Permitted Investment shall mature not later than such
        Distribution Date. Permitted Investments in respect of the Distribution Account
        shall not be sold or disposed of prior to their maturity. All investment
        earnings on amounts on deposit in the Distribution Account or benefit from
        funds
        uninvested therein from time to time shall be for the account of the Master
        Servicer. The Master Servicer shall be permitted to receive distribution
        of any
        and all investment earnings from the Distribution Account on each Distribution
        Date. If there is any loss on a Permitted Investment or demand deposit, the
        Master Servicer shall deposit the amount of the loss in the Distribution
        Account. With respect to the Distribution Account and the funds deposited
        therein, the Securities Administrator shall take such action as may be necessary
        to ensure that the Certificateholders and the Insurer shall be entitled to
        the
        priorities afforded to such a trust account (in addition to a claim against
        the
        estate of the Securities Administrator) as provided by 12 U.S.C. § 92a(e), and
        applicable regulations pursuant thereto, if applicable, or any applicable
        comparable state statute applicable to state chartered banking
        corporations.

       

      Section
        5.09  Permitted
        Withdrawals and Transfers from the Distribution Account. 

       

      (a)  The
        Securities Administrator will make such withdrawals or transfers from the
        Distribution Account as the Master Servicer has designated for such transfer
        or
        withdrawal pursuant to this Agreement or any Servicing Agreement (limited
        in the
        case of amounts due the Master Servicer to those not withdrawn from the
        Distribution Account in accordance with the terms of this Agreement; provided
        that the Securities Administrator shall not be responsible for such
        determination and may rely on the Master Servicer’s instructions under this
        Section 5.09):

       

      (i)  to
        reimburse the Master Servicer, the Company or the related Servicer for any
        Advance or Servicing Advance of its own funds, the right of the Master Servicer,
        the Company or the related Servicer to reimbursement pursuant to this subclause
        (i) being limited to amounts received on a particular Mortgage Loan (including,
        for this purpose, the Repurchase Price therefor, Insurance Proceeds and
        Liquidation Proceeds) which represent late payments or recoveries of the
        principal of or interest on such Mortgage Loan respecting which such Advance
        or
        Servicing Advance was made;

       

      (ii)  to
        reimburse the Master Servicer, the Company or the related Servicer from
        Insurance Proceeds or Liquidation Proceeds relating to a particular Mortgage
        Loan for amounts expended by the Master Servicer, the Company or the related
        Servicer in good faith in connection with the restoration of the related
        Mortgaged Property which was damaged by an uninsured cause or in connection
        with
        the liquidation of such Mortgage Loan;

       

      (iii)  to
        reimburse the Master Servicer, the Company or the related Servicer from
        Insurance Proceeds relating to a particular Mortgage Loan for insured expenses
        incurred with respect to such Mortgage Loan and to reimburse the Master
        Servicer, the Company or the related Servicer from Liquidation Proceeds from
        a
        particular Mortgage Loan for Liquidation Expenses incurred with respect to
        such
        Mortgage Loan; provided that the Master Servicer shall not be entitled to
        reimbursement for Liquidation Expenses with respect to a Mortgage Loan to
        the
        extent that (i) any amounts with respect to such Mortgage Loan were paid
        as
        Excess Liquidation Proceeds pursuant to clause (x) of this Subsection (a)
        to the
        Master Servicer; and (ii) such Liquidation Expenses were not included in
        the
        computation of such Excess Liquidation Proceeds;

       

      (iv)  to
        reimburse the Master Servicer, the Company or a Servicer for advances of
        funds
        pursuant to this Agreement or the related Servicing Agreement, and the right
        to
        reimbursement pursuant to this subclause being limited to amounts received
        on
        the related Mortgage Loan (including, for this purpose, the Repurchase Price
        therefor, Insurance Proceeds and Liquidation Proceeds) which represent late
        recoveries of the payments for which such advances were made;

       

      (v)  to
        reimburse the Master Servicer, the Company or a Servicer for any Advance
        or
        advance, after a Realized Loss has been allocated with respect to the related
        Mortgage Loan if the Advance or advance has not been reimbursed pursuant
        to
        clauses (i) through (iv);

       

      (vi)  to
        pay
        the Master Servicer as set forth in Section 4.14;

       

      (vii)  to
        reimburse the Master Servicer for expenses, costs and liabilities incurred
        by
        and reimbursable to it pursuant to Sections 4.03, 8.04(c) and (d) and 12.02
        or
        otherwise reimbursable to it pursuant to this Agreement;

       

      (viii)  to
        pay to
        the Master Servicer, as additional servicing compensation, any Excess
        Liquidation Proceeds with respect to each Loan Group to the extent not retained
        by the Company or the related Servicer;

       

      (ix)  to
        reimburse or pay the Company or the related Servicer any such amounts as
        are due
        thereto under this Agreement or the related Servicing Agreement and have
        not
        been retained by or paid to the Company or the related Servicer, to the extent
        provided herein and in the related Servicing Agreement;

       

      (x)  to
        reimburse the Trustee, the Custodian or the Securities Administrator for
        expenses, costs and liabilities incurred by or reimbursable to it pursuant
        to
        this Agreement;

       

      (xi)  to
        remove
        amounts deposited in error; and

       

      (xii)  to
        clear
        and terminate the Distribution Account pursuant to Section 11.01.

       

      (b)  The
        Master Servicer shall keep and maintain separate accounting, on a Mortgage
        Loan
        by Mortgage Loan basis, for the purpose of accounting for any reimbursement
        from
        the Distribution Account pursuant to subclauses (i) through (iv), inclusive,
        and
        (vi) or with respect to any such amounts which would have been covered by
        such
        subclauses had the amounts not been retained by the Master Servicer without
        being deposited in the Distribution Account under Section 5.08.

       

      (c)  On
        each
        Distribution Date, the Securities Administrator shall distribute the Group
        I
        Available Funds and Group II Available Funds to the extent of funds on deposit
        in the Distribution Account to the Holders of the related Certificates and
        the
        Insurer in accordance with the Remittance Report upon which the Securities
        Administrator may conclusively rely.

       

       

       

      ARTICLE
        VI


      DISTRIBUTIONS
        AND ADVANCES

       

      Section
        6.01  Advances. 

       

      (a)  The
        Company shall make an Advance with respect to any EMC Mortgage Loan and remit
        such Advance to the Securities Administrator for deposit in the Distribution
        Account no later than 1:00 p.m. Eastern time on the Remittance Date in
        immediately available funds. The Master Servicer shall cause the related
        Servicer to remit any such Advance required pursuant to the terms of the
        related
        Servicing Agreement. The Company or the related Servicer, as applicable,
        shall
        be obligated to make any such Advance only to the extent that such advance
        would
        not be a Nonrecoverable Advance. If the Company or the related Servicer shall
        have determined that it has made a Nonrecoverable Advance or that a proposed
        Advance or a lesser portion of such Advance would constitute a Nonrecoverable
        Advance, the Company or the related Servicer, as the case may be, shall deliver
        (i) to the Securities Administrator for the benefit of the Certificateholders
        and the Insurer funds constituting the remaining portion of such Advance,
        if
        applicable, and (ii) to the Depositor, the Master Servicer, each Rating Agency,
        the Insurer and the Trustee an Officer’s Certificate setting forth the basis for
        such determination. Subject
        to the Master Servicer’s recoverability determination, in the event that a
        Servicer (other than Wells Fargo) fails to make a required Advance, the Master
        Servicer, as successor servicer, shall be required to remit the amount of
        such
        Advance to the Distribution Account. Subject
        to the Securities Administrator’s recoverability determination, in the event
        that the Master Servicer fails to make a required Advance, the Securities
        Administrator shall be required to remit the amount of such Advance to the
        Distribution Account. If Wells Fargo, as a Servicer, the Master Servicer
        or the
        Securities Administrator was required to make an Advance but failed to do
        so,
        the Trustee upon receiving notice or becoming aware of such failure, and
        pursuant to the applicable terms of this Agreement, shall appoint a successor
        servicer who will make such Advance, or the Trustee as successor master servicer
        shall be
        required to remit the amount of such Advance to the Distribution Account,
        unless
        the Trustee shall have determined that such Advance is a Nonrecoverable Advance.
        If the Trustee cannot find a successor servicer to replace Wells Fargo as
        Servicer the Trustee shall become the successor servicer and shall be required
        to remit the amount of such Advance to the Distribution Account, unless the
        Trustee shall have determined that such Advance is a Nonrecoverable
        Advance.

       

      In
        lieu
        of making all or a portion of such Advance from its own funds, the Company
        may
        (i) cause to be made an appropriate entry in its records relating to the
        Protected Account that any Amounts Held for Future Distribution has been
        used by
        the Company in discharge of its obligation to make any such Advance and (ii)
        transfer such funds from the Protected Account to the Distribution Account.
        Any
        funds so applied and transferred shall be replaced by the Company by deposit
        in
        the Distribution Account, no later than the close of business on the Remittance
        Date immediately preceding the Distribution Date on which such funds are
        required to be distributed pursuant to this Agreement.

       

      The
        Company shall be entitled to be reimbursed from the Protected Account for
        all
        Advances of its own funds made pursuant to this Section as provided in Section
        5.02. The obligation to make Advances with respect to any EMC Mortgage Loan
        shall continue until such EMC Mortgage Loan is paid in full or the related
        Mortgaged Property or related REO Property has been liquidated or until the
        purchase or repurchase thereof (or substitution therefor) from the Trust
        Fund
        pursuant to any applicable provision of this Agreement, except as otherwise
        provided in this Section 6.01.

       

      (b)  If
        the
        Company or the related Servicer was required to make an Advance pursuant
        to this
        Agreement or the related Servicing Agreement and fails to make any required
        Advance, in whole or in part, the Master Servicer, as successor servicer,
        or an
        other successor servicer appointed by it, will remit to the Securities
        Administrator, who in turn will deposit in the Distribution Account not later
        than the Business Day prior to the Distribution Date an amount equal to such
        required Advance to the extent not otherwise paid by the related Servicer,
        net
        of the Servicing Fee for such Mortgage Loan except to the extent the Master
        Servicer determines any such Advance to be nonrecoverable from Liquidation
        Proceeds, Insurance Proceeds or future payments on the Mortgage Loan for
        which
        such Advance was made. Subject to the foregoing, the Master Servicer shall
        continue to make such Advances through the date that the Company or the related
        Servicer is required to do so under this Agreement or the related Servicing
        Agreement, as applicable. If applicable, on the Business Day prior to the
        related Distribution Date, the Master Servicer shall present an Officer’s
        Certificate to the Trustee (i) stating that the Master Servicer elects not
        to
        make an Advance in a stated amount and (ii) detailing the reason it deems
        the
        advance to be nonrecoverable.

       

      Subject
        to and in accordance with the provisions of Article IX hereof, in the event
        the
        Master Servicer fails to make such Advance, then the Trustee, as Successor
        Master Servicer, shall be obligated to make such Advance, subject to the
        provisions of this Section 6.01, in accordance with and subject to the terms
        of
        this Agreement (including its rights of reimbursement hereunder).

       

      Section
        6.02  Compensating
        Interest Payments. 

       

      (a)  In
        the
        event that there is a Prepayment Interest Shortfall arising from a voluntary
        Principal Prepayment in part or in full by the Mortgagor with respect to
        any EMC
        Mortgage Loan, the Company shall, to the extent of the Servicing Fee for
        such
        Distribution Date, deposit into the Distribution Account, as a reduction
        of the
        Servicing Fee for such Distribution Date, no later than the close of business
        on
        the Remittance Date immediately preceding such Distribution Date, an amount
        equal to the Prepayment Interest Shortfall; and in case of such deposit,
        the
        Company shall not be entitled to any recovery or reimbursement from the
        Depositor, the Trustee, the Sponsor, the Master Servicer, the Securities
        Administrator, the Trust Fund or the Certificateholders.

       

      (b)  The
        Master Servicer shall cause each Servicer under the related Servicing Agreement
        to remit any required Compensating Interest Payments to the Distribution
        Account
        on the Remittance Date.

       

      (c)  The
        Master Servicer shall be required to remit the amount of any such Prepayment
        Interest Shortfalls required to be paid by the related Servicer pursuant
        to
        Section 6.02(a), to the extent of the Master Servicing Compensation for such
        Distribution Date, in the event the Company or the related Servicer fails
        to do
        so.

       

      Section
        6.03  REMIC
        Distributions. On each Distribution Date, the Securities Administrator, as
        agent
        for the Trustee, shall be deemed to make distributions to the REMIC I Regular
        Interests and the REMIC II Regular Interests in accordance with Section 6.07
        hereof.

       

      Section
        6.04  Distributions. 

       

      (a)  On
        each
        Distribution Date, the Group I Available Funds for such Distribution Date
        shall
        be withdrawn by the Securities Administrator to the extent of such Group
        I
        Available Funds on deposit in the Distribution Account and distributed as
        directed in accordance with the Remittance Report for such Distribution Date,
        in
        the following order of priority:

       

      first,
        from
        Interest Funds in respect of Loan Group I in the following order of
        priority:

       

      1. To
        the
        Insurer, the Insurer Premium Amount for such Distribution Date;

       

      2. To
        the
        Holders of the Class I-A Certificates, concurrently on a pro rata basis,
        the
        related Monthly Interest Distributable Amount for such Class for such
        Distribution Date;

       

      3. To
        the
        Insurer, any Reimbursement Amount relating to interest draws on the
        Policy;

       

      4. To
        the
        Holders of the Class I-M-1 Certificates, the related Monthly Interest
        Distributable Amount for such Class for such Distribution Date;

       

      5. To
        the
        Holders of the Class I-M-2 Certificates, the related Monthly Interest
        Distributable Amount for such Class for such Distribution Date; 

       

      6. To
        the
        Holders of the Class I-M-3 Certificates, the related Monthly Interest
        Distributable Amount for such Class for such Distribution Date;

       

      7. To
        the
        Holders of the Class I-B-1 Certificates, the related Monthly Interest
        Distributable Amount for such Class for such Distribution Date;

       

      8. To
        the
        Holders of the Class I-B-2 Certificates, the related Monthly Interest
        Distributable Amount for such Class for such Distribution Date; 

       

      9. To
        the
        Holders of the Class I-B-3 Certificates, the related Monthly Interest
        Distributable Amount for such Class for such Distribution Date; and

       

      10. To
        the
        Holders of the Class I-B-4 Certificates, the related Monthly Interest
        Distributable Amount for such Class for such Distribution Date.

       

      Any
        Excess Spread for Loan Group I to the extent necessary to meet a level of
        overcollateralization equal to the Group I Overcollateralization Target Amount
        shall be the Group I Overcollateralization Increase Amount and shall be included
        as part of the Principal Distribution Amount with respect to Loan Group I;
        provided, however, after the earlier of (1) the 20% Clean-Up Call Date and
        (2)
        Early Turbo Payment Date, any Excess Spread will be used first to pay the
        Group
        I Overcollateralization Increase Amount, then to pay any Net Interest Shortfalls
        related to Loan Group I and Net WAC Rate Carryover Amounts pursuant to clause
        third
        below,
        and any remaining amounts, together with the Group I Overcollateralization
        Increase Amount, shall be the Group I Extra Principal Distribution Amount
        and
        will be distributed as part of the Principal Distribution Amount; and provided,
        further, any such Excess Spread that would otherwise be distributed to the
        Class
        I-A-2 Certificates to pay the Group I Overcollateralization Increase Amount
        for
        any Distribution Date shall be used to pay the Insurer any Reimbursement
        Amount
        relating to interest or principal draws on the Policy, if any, which was
        not
        previously paid to the Insurer pursuant to item 3 of this priority first
        prior
        to
        paying such Group I Overcollateralization Increase Amount to the Class I-A-2
        Certificates.

       

      On
        any
        Distribution Date, any Net Interest Shortfalls with respect to Loan Group
        I
        shall be allocated to the Group I Certificates as set forth in the definition
        of
“Monthly Interest Distributable Amount” in Section 1.01 and in Section
        1.02.

       

      second,
        the
        Principal Distribution Amount with respect to Loan Group I for any Distribution
        Date shall be distributed to the Group I Offered Certificates and Class I-B-4
        Certificates, on a pro rata basis, based on the Certificate Principal Balance
        of
        each such Class, until the Certificate Principal Balances thereof have been
        reduced to zero.

       

      third,
        on each
        Distribution Date after the payment of interest and principal to the Group
        I
        Offered Certificates and Class I-B-4 Certificates as described in priorities
        first
        and
second
        of this
        clause (a), any Net Monthly Excess Cashflow with respect to Loan Group I
        for
        such Distribution Date shall be distributed as follows:

       

      1. To
        the
        Holders of the Class I-A Certificates, on a pro rata basis, then to the Holders
        of the Class I-M-1 Certificates, then to the Holders of the Class I-M-2
        Certificates, then to the Holders of the Class I-M-3 Certificates, then to
        the
        Holders of the Class I-B-1 Certificates, then to the Holders of the Class
        I-B-2
        Certificates, then to the Holders of the Class I-B-3 Certificates and then
        to
        the Holders of the Class I-B-4 Certificates, any related Net Interest Shortfalls
        for such Classes of Certificates on such Distribution Date, to the extent
        not
        previously reimbursed; provided, however, any Net Monthly Excess Cashflow
        allocable to the Class I-A-2 Certificates under this item 1 of this priority
        third
        shall be
        used to pay any unpaid Reimbursement Amounts relating to interest draws owed
        to
        the Insurer prior to paying any related Net Interest Shortfalls to the Class
        I-A-2 Certificates;

       

      2. To
        the
        Holders of the Class I-M-1 Certificates, in an amount equal to the Applied
        Realized Loss Amount for such Class;

       

      3. To
        the
        Holders of the Class I-M-2 Certificates, in an amount equal to the Applied
        Realized Loss Amount for such Class;

       

      4. To
        the
        Holders of the Class I-M-3 Certificates, in an amount equal to the Applied
        Realized Loss Amount for such Class;

       

      5. To
        the
        Holders of the Class I-B-1 Certificates, in an amount equal to the Applied
        Realized Loss Amount for such Class;

       

      6. To
        the
        Holders of the Class I-B-2 Certificates, in an amount equal to the Applied
        Realized Loss Amount for such Class; 

       

      7. To
        the
        Holders of the Class I-B-3 Certificates, in an amount equal to the Applied
        Realized Loss Amount for such Class;

       

      8. To
        the
        Holders of the Class I-B-4 Certificates, in an amount equal to the Applied
        Realized Loss Amount for such Class;

       

      9. From
        amounts otherwise distributable to the Class I-C Certificates, to the Net
        WAC
        Reserve Fund, in respect of the Class I-A Certificates, the Net WAC Rate
        Carryover Amount for such Class for such Distribution Date and to the extent
        unpaid, and to the extent such amount exceeds the amounts then on deposit
        in the
        Net WAC Reserve Fund; provided, however, any Net Monthly Excess Cashflow
        payable
        to the Class I-A-2 Certificates shall be used to pay
        any
        unpaid Reimbursement Amount to the extent not paid pursuant to item 3 of
        priority first
        of this
        clause (a);

       

      10. From
        amounts otherwise distributable to the Class I-C Certificates, to the Net
        WAC
        Reserve Fund, in respect of the Class I-M-1 Certificates, the Net WAC Rate
        Carryover Amount for such Class for such Distribution Date or any prior
        Distribution Dates to the extent unpaid and to the extent such amount exceeds
        the amounts then on deposit in the Net WAC Reserve Fund;

       

      11. From
        amounts otherwise distributable to the Class I-C Certificates, to the Net
        WAC
        Reserve Fund, in respect of the Class I-M-2 Certificates, the Net WAC Rate
        Carryover Amount for such Class for such Distribution Date or any prior
        Distribution Dates to the extent unpaid and to the extent such amount exceeds
        the amounts then on deposit in the Net WAC Reserve Fund;

       

      12. From
        amounts otherwise distributable to the Class I-C Certificates, to the Net
        WAC
        Reserve Fund, in respect of the Class I-M-3 Certificates, the Net WAC Rate
        Carryover Amount for such Class for such Distribution Date or any prior
        Distribution Dates to the extent unpaid and to the extent such amount exceeds
        the amounts then on deposit in the Net WAC Reserve Fund;

       

      13. From
        amounts otherwise distributable to the Class I-C Certificates, to the Net
        WAC
        Reserve Fund, in respect of the Class I-B-1 Certificates, the Net WAC Rate
        Carryover Amount for such Class for such Distribution Date or any prior
        Distribution Dates to the extent unpaid and to the extent such amount exceeds
        the amounts then on deposit in the Net WAC Reserve Fund;

       

      14. From
        amounts otherwise distributable to the Class I-C Certificates, to the Net
        WAC
        Reserve Fund, in respect of the Class I-B-2 Certificates, the Net WAC Rate
        Carryover Amount for such Class for such Distribution Date or any prior
        Distribution Dates to the extent unpaid and to the extent such amount exceeds
        the amounts then on deposit in the Net WAC Reserve Fund;

       

      15. From
        amounts otherwise distributable to the Class I-C Certificates, to the Net
        WAC
        Reserve Fund, in respect of the Class I-B-3 Certificates, the Net WAC Rate
        Carryover Amount for such Class for such Distribution Date or any prior
        Distribution Dates to the extent unpaid and to the extent such amount exceeds
        the amounts then on deposit in the Net WAC Reserve Fund;

       

      16. From
        amounts otherwise distributable to the Class I-C Certificates, to the Net
        WAC
        Reserve Fund, in respect of the Class I-B-4 Certificates, the Net WAC Rate
        Carryover Amount for such Class for such Distribution Date or any prior
        Distribution Dates to the extent unpaid and to the extent such amount exceeds
        the amounts then on deposit in the Net WAC Reserve Fund;

       

      17. From
        amounts otherwise distributable to the Class I-C Certificates, to the Net
        WAC
        Reserve Fund, to maintain a balance in the Net WAC Reserve Fund equal to
        the Net
        WAC Reserve Fund Deposit;

       

      18. To
        the
        Holders of the Class I-C Certificates, the Class I-C Distribution Amount
        less
        amounts distributed pursuant to items 9 through 17 of this priority third;
        and

       

      19. To
        the
        Holders of the Class I-R-1 Certificates, any amount of Net Monthly Excess
        Cashflow with respect to Loan Group I remaining after distributions pursuant
        to
        items 1 through 18 of this priority third,
        based
        on
        the related REMIC in which such amounts remain.

       

      (b)  On
        each
        Distribution Date, the Group II Available Funds for Loan Group II-1 for such
        Distribution Date shall be withdrawn by the Securities Administrator to the
        extent of such Group II Available Funds on deposit in the Distribution Account
        and distributed as directed in accordance with the Remittance Report for
        such
        Distribution Date, in the following order of priority:

       

      first,
        to the
        Class II-1A-1, Class II-1A-2 and Class II-1X Certificates, on a pro rata
        basis,
        the Accrued Certificate Interest on such Classes for such Distribution Date.
        As
        described below, accrued interest on the Class II-1A-1, Class II-1A-2 and
        Class
        II-1X Certificates is subject to reduction in the event of certain Net Interest
        Shortfalls allocable thereto;

       

      second,
        to the
        Class II-1A-1, Class II-1A-2 and Class II-1X Certificates, on a pro rata
        basis,
        any Accrued Certificate Interest thereon remaining undistributed from previous
        Distribution Dates, to the extent of remaining Group II Available Funds for
        Loan
        Group II-1;

       

      third,
        to the
        extent of the remaining Group II Available Funds for Loan Group II-1, first,
        to
        the Class II-1R-1 Certificates and Class II-1R-2 Certificates, on a pro rata
        basis, in reduction of the Certificate Principal Balances thereof, until
        the
        Certificate Principal Balances thereof have been reduced to zero, and then
        to
        the Class II-1A-1 Certificates and Class II-1A-2 Certificates, on a pro rata
        basis, as principal, the Group II Principal Distribution Amount related to
        Loan
        Group II-1 in reduction of the Certificate Principal Balances thereof, until
        the
        Certificate Principal Balances thereof have been reduced to zero;

       

      fourth,
        to the
        Class II-1PO Certificates, the Class II-1PO Certificate Principal Distribution
        Amount for such Distribution Date to the extent of the remaining Group II
        Available Funds for Loan Group II-1, until the Certificate Principal Balance
        thereof has been reduced to zero; and

       

      fifth,
        to the
        Class II-1PO Certificates, the Class II-1PO Certificate Deferred Amount,
        provided, that (i) on any Distribution Date, distributions pursuant to this
        priority fifth
        shall
        not exceed the excess, if any, of (x) Group II Available Funds for Loan Group
        II-1 remaining after giving effect to distributions pursuant to priority
        first
        through
fourth
        of this
        clause (b) above over (y) the sum of the amount of Accrued Certificate Interest
        for such Distribution Date and Accrued Certificate Interest remaining
        undistributed from previous Distribution Dates on all Classes of Group II
        Subordinate Certificates then outstanding, (ii) such distributions shall
        not
        reduce the Certificate Principal Balance of the Class II-1PO Certificates
        and
        (iii) no distribution shall be made in respect of the Class II-1PO Certificate
        Deferred Amount on or after the related Cross-Over Date.

       

      (c)  On
        each
        Distribution Date, the Group II Available Funds for Loan Group II-2 for such
        Distribution Date shall be withdrawn by the Securities Administrator to the
        extent of such Group II Available Funds on deposit in the Distribution Account
        and distributed as directed in accordance with the Remittance Report for
        such
        Distribution Date, in the following order of priority:

       

      first,
        to the
        Class II-2A-1, Class II-2A-2 and Class II-2X Certificates, on a pro rata
        basis,
        the Accrued Certificate Interest on such Classes for such Distribution
        Date;

       

      second,
        to the
        Class II-2A-1, Class II-2A-2 and Class II-2X Certificates, on a pro rata
        basis,
        any Accrued Certificate Interest thereon remaining undistributed from previous
        Distribution Dates, to the extent of remaining Group II Available Funds for
        Loan
        Group II-2;

       

      third,
        to the
        extent of the remaining Group II Available Funds for Loan Group II-2, to
        the
        Class II-2A-1 Certificates and Class II-2A-2 Certificates, on a pro rata
        basis,
        as principal, the Group II Principal Distribution Amount related to Loan
        Group
        II-2 in reduction of the Certificate Principal Balances thereof, until the
        Certificate Principal Balances thereof have been reduced to zero;

       

      fourth,
        to the
        Class II-2PO Certificates, the Class II-2PO Certificate Principal Distribution
        Amount for such Distribution Date to the extent of the remaining Group II
        Available Funds for Loan Group II-2, until the Certificate Principal Balance
        thereof has been reduced to zero; and

       

      fifth,
        to the
        Class II-2PO Certificates, the Class II-2PO Certificate Deferred Amount,
        provided, that (i) on any Distribution Date, distributions pursuant to this
        priority fifth
        shall
        not exceed the excess, if any, of (x) Group II Available Funds for Loan Group
        II-2 remaining after giving effect to distributions pursuant to priority
        first
        through
fourth
        of this
        clause (b) above over (y) the sum of the amount of Accrued Certificate Interest
        for such Distribution Date and Accrued Certificate Interest remaining
        undistributed from previous Distribution Dates on all Classes of Group II
        Subordinate Certificates then outstanding, (ii) such distributions shall
        not
        reduce the Certificate Principal Balance of the Class II-2PO Certificates
        and
        (iii) no distribution shall be made in respect of the Class II-2PO Certificate
        Deferred Amount on or after the related Cross-Over Date.

       

      (d)  Except
        as
        provided in section (e) or (f) below, on each Distribution Date on or prior
        to
        the related Cross-Over Date, an amount equal to the sum of the remaining
        Group
        II Available Funds after the distributions in (b) and (c) above shall be
        distributed sequentially, in the following order, to the Class II-B-1, Class
        II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates,
        respectively, in each case up to an amount equal to and in the following
        order:
        (a) the Accrued Certificate Interest thereon for such Distribution Date,
        (b) any
        Accrued Certificate Interest thereon remaining undistributed from previous
        Distribution Dates and (c) such Class’s Allocable Share, if any, for such
        Distribution Date, in each case, to the extent of the sum of the remaining
        Group
        II Available Funds.

       

      (e)  On
        each
        Distribution Date prior to the Cross-Over Date but after the reduction of
        the
        Certificate Principal Balance of all of the Group II Senior Certificates
        related
        to Loan Group II-1 or Loan Group II-2 to zero, the remaining Class or Classes
        of
        Group II Senior Certificates (other than the Interest Only Certificates)
        will be
        entitled to receive in reduction of their Certificate Principal Balances,
        pro
        rata based upon their Certificate Principal Balances immediately prior to
        such
        Distribution Date, in addition to any Principal Prepayments related to such
        remaining Group II Senior Certificates’ respective Loan Group allocated to such
        Group II Senior Certificates, 50% of the Principal Prepayments on any Mortgage
        Loan in the Loan Group relating to the fully repaid Class or Classes of Group
        II
        Senior Certificates; provided, however, that if (A) the weighted average
        of the
        Subordinate Percentages on such Distribution Date equals or exceeds two times
        the initial weighted average of the Subordinate Percentages and (B) the
        aggregate Stated Principal Balance of the Mortgage Loans in Loan Group II
        delinquent 60 days or more (including for this purpose any such Mortgage
        Loans
        in foreclosure and bankruptcy and Mortgage Loans with respect to which the
        related mortgaged property has been acquired by the Trust), averaged over
        the
        last six months, as a percentage of the sum of the aggregate Certificate
        Principal Balance of the Subordinate Certificates does not exceed 50%, then
        the
        additional allocation of Principal Prepayments to the Group II Senior
        Certificates in accordance with this paragraph (e) will not be made and 100%
        of
        the Principal Prepayments on any Mortgage Loan in the Loan Group relating
        to the
        fully repaid Class or Classes of Group II Senior Certificates will be allocated
        to the Group II Subordinate Certificates.

       

      (f)  If
        on any
        Distribution Date on which the aggregate Certificate Principal Balance of
        the
        related Group II Senior Certificates would be greater than the aggregate
        Stated
        Principal Balance of the Mortgage Loans in its related Loan
        Group
        and any
        Group II Subordinate Certificates are still outstanding, in each case, after
        giving effect to distributions to be made on such Distribution Date, (i)
        100% of
        amounts otherwise allocable to the Group II Subordinate Certificates in respect
        of principal will be distributed to the Group II Senior Certificates (other
        than
        the Interest Only Certificates), pro rata, based upon their Certificate
        Principal Balances immediately prior to such Distribution Date, in reduction
        of
        the Certificate Principal Balances thereof, until the aggregate Certificate
        Principal Balance of the related Group II Senior Certificates is equal to
        the
        aggregate Stated Principal Balance of the Mortgage Loans in its related Loan
        Group, and (ii) the Accrued Certificate Interest otherwise allocable to the
        Group II Subordinate Certificates on such Distribution Date will be reduced,
        if
        necessary, and distributed to such Class or Classes of Group II Senior
        Certificates in an amount equal to the Accrued Certificate Interest for such
        Distribution Date on the excess of (x) the aggregate Certificate Principal
        Balance of the applicable Group II Senior Certificates, over (y) the aggregate
        Stated Principal Balance of the Mortgage Loans in the related Loan Group.
        Any
        such reduction in the Accrued Certificate Interest on the Group II Subordinate
        Certificates will be allocated in reverse order of the Group II Subordinate
        Certificates’ numerical designations, commencing with the Class II-B-6
        Certificates.

       

      (g)  If,
        after
        distributions have been made pursuant to priorities first
        and
        second
        of
        clauses (b) and (c) above on any Distribution Date, the remaining Group II
        Available Funds (excluding the amount allocable to the Class II-1R Certificates)
        related to a loan group is less than the sum of the Group II Principal
        Distribution Amount for such Loan Group (and the related Class II-PO Certificate
        Principal Distribution Amount, if applicable), such amounts shall be reduced,
        and such remaining funds shall be distributed to the related Group II Senior
        Certificates (other than the related Interest Only Certificates) on the basis
        of
        such reduced amounts. Notwithstanding any reduction in principal distributable
        to the Class II-PO Certificates pursuant to this paragraph, the principal
        balance of the related Class II-PO Certificates shall be reduced not only
        by
        principal so distributed but also by the difference between (i) principal
        distributable to the related Class II-PO Certificates in accordance with
        priority fourth
        of
        clauses (b) or (c) above, as applicable, and (ii) principal actually distributed
        to the related Class II-PO Certificates after giving effect to this paragraph
        (such difference for the Class II-PO Certificates, the “Class II-PO Certificate
        Cash Shortfall”). The Class II-PO Certificate Cash Shortfall for the related
        Class II-PO Certificates with respect to any Distribution Date shall be added
        to
        the related Class II-PO Certificate Deferred Amount.

       

      (h)  On
        each
        Distribution Date, all amounts representing Prepayment Charges in respect
        of
        Loan Group II-1 received during the related Prepayment Period and deposited
        in
        the Distribution Account shall be withdrawn from the Distribution Account
        and
        distributed in accordance with the Remittance Report to the Class II-1P
        Certificates and shall not be available for distribution to the Holders of
        any
        other Class of Certificates. The payment of such Prepayment Charges shall
        not
        reduce the Certificate Principal Balance of the Class II-1P
        Certificates.
        On each
        Distribution Date, all amounts representing Prepayment Charges in respect
        of
        Loan Group II-2 received during the related Prepayment Period and deposited
        in
        the Distribution Account shall be withdrawn from the Distribution Account
        and
        distributed in accordance with the Remittance Report to the Class II-2P
        Certificates and shall not be available for distribution to the Holders of
        any
        other Class of Certificates. The payment of such Prepayment Charges shall
        not
        reduce the Certificate Principal Balance of the Class II-2P
        Certificates.

       

      (i)  Subject
        to Section 11.02 hereof respecting the final distribution, on each Distribution
        Date the Securities Administrator shall make distributions to each
        Certificateholder of record on the preceding Record Date either by wire transfer
        in immediately available funds to the account of such Holder at a bank or
        other
        entity having appropriate facilities therefor, if (i) such Holder has so
        notified the Securities Administrator at least 5 Business Days prior to the
        related Record Date and (ii) such Holder shall hold Regular Certificates
        with
        aggregate principal denominations of not less than $1,000,000 or evidencing
        a
        Percentage Interest aggregating 10% or more with respect to such Class or,
        if
        not, by check mailed by first class mail to such Certificateholder at the
        address of such Holder appearing in the Certificate Register. Notwithstanding
        the foregoing, but subject to Section 11.02 hereof respecting the final
        distribution, distributions with respect to Certificates registered in the
        name
        of a Depository shall be made to such Depository in immediately available
        funds.

       

      (j)  Prior
        to
        each Distribution Date, or if the Master Servicer and the Securities
        Administrator are no longer affiliated, on or before 5:00 p.m. Eastern time
        on
        the fifth Business Day immediately preceding each Distribution Date, the
        Master
        Servicer shall deliver a report to the Securities Administrator in the form
        of a
        computer readable magnetic tape (or by such other means as the Master Servicer
        and the Securities Administrator may agree from time to time) containing
        such
        data and information, as agreed to by the Master Servicer and the Securities
        Administrator such as to permit the Securities Administrator to prepare the
        Monthly Statement to Certificateholders and to direct the Securities
        Administrator in writing to make the required distributions for the related
        Distribution Date (the “Remittance Report”). 

       

      Section
        6.05  Allocation
        of Realized Losses. 

       

      (a)  On
        or
        prior to each Determination Date, the Master Servicer shall determine the
        amount
        of any Realized Loss in respect of each Loan Group in respect of each related
        Mortgage Loan that occurred during the immediately
        preceding calendar month.

       

      (b)  The
        interest portion of Realized Losses with respect to each Loan Group shall
        be
        allocated to the related Certificates as described in Section 1.02
        hereof.

       

      (c)  The
        principal portion of all Realized Losses on Loan Group I shall be allocated
        on
        each Distribution Date as follows: first, to Net Monthly Excess Cashflow
        as part
        of the payment of the Group I Overcollateralization Increase Amount; second,
        in
        reduction of the Group I Overcollateralized Amount, until reduced to zero;
        third, to the Class I-B-4 Certificates, until the Certificate Principal Balance
        thereof has been reduced to zero; fourth, to the Class I-B-3 Certificates,
        until
        the Certificate Principal Balance thereof has been reduced to zero; fifth,
        to
        the Class I-B-2 Certificates, until the Certificate Principal Balance thereof
        has been reduced to zero; sixth, to the Class I-B-1 Certificates, until the
        Certificate Principal Balance thereof has been reduced to zero; seventh,
        to the
        Class I-M-3 Certificates, until the Certificate Principal Balance thereof
        has
        been reduced to zero; eighth, to the Class I-M-2 Certificates, until the
        Certificate Principal Balance thereof has been reduced to zero; and ninth,
        to
        the Class I-M-1 Certificates, until the Certificate Principal Balance thereof
        has been reduced to zero. 

       

      (d)  The
        related PO Percentage of the principal portion of all Realized Losses on
        Discount Mortgage Loans in the related Loan Group and the Class II-1PO
        Certificate Cash Shortfall in Loan Group II-1 or the Class II-1PO Certificate
        Cash Shortfall in Loan Group II-2, as applicable, shall be allocated to the
        Class II-1PO Certificates or Class II-2PO Certificates, as applicable, until
        the
        Certificate Principal Balance of the Class II-1PO Certificates or Class II-2PO
        Certificates, as applicable, is reduced to zero. With respect to any
        Distribution Date through the related Cross-Over Date, the aggregate of all
        amounts so allocable to the Class II-1PO Certificates and Class II-2PO
        Certificates on such date in respect of any Realized Losses and any Class
        II-1PO
        Certificate Cash Shortfalls and Class II-2PO Certificate Cash Shortfalls,
        as
        applicable, and all amounts previously allocated in respect of such Realized
        Losses or Class II-1PO Certificate Cash Shortfalls or Class II-2PO Certificate
        Cash Shortfalls, as applicable, and not distributed on prior Distribution
        Dates
        shall be the “Class II-1PO Certificate Deferred Amount” or “Class II-2PO
        Certificate Deferred Amount,” as applicable. To the extent funds are available
        therefor on any Distribution Date through the related Cross-Over Date,
        distributions in respect of the Class II-1PO Certificate Deferred Amount
        for the
        Class II-1PO Certificates and in respect of the Class II-2PO Certificate
        Deferred Amount for the Class II-2PO Certificates shall be made in accordance
        with priority fifth
        of
        clauses (b) and (c), respectively, of Section 6.07. No interest shall accrue
        on
        the Class II-1PO Certificate Deferred Amount and Class II-2PO Certificate
        Deferred Amount. On each Distribution Date through the related Cross-Over
        Date,
        the Certificate Principal Balance of the lowest ranking class of Group II
        Subordinate Certificates then outstanding shall be reduced by the amount
        of any
        distributions in respect of any Class II-1PO Certificate Deferred Amount
        and
        Class II-2PO Certificate Deferred Amount on such Distribution Date in accordance
        with the priorities set forth above, through the operation of the Subordinate
        Certificate Writedown Amount. After the related Cross-Over Date, no more
        distributions shall be made in respect of, and applicable Realized Losses
        and
        Class II-1PO Certificate Cash Shortfalls allocable to the Class II-1PO
        Certificates and Class II-2PO Certificate Cash Shortfalls allocable to the
        Class
        II-2PO Certificates will not be added to, the Class II-1PO Certificate Deferred
        Amount or the Class II-2PO Certificate Deferred Amount,
        respectively.

       

      (e)  The
        Non-PO Percentage of the principal portion of Realized Losses on the Mortgage
        Loans in Loan Group II shall be allocated on any Distribution Date as follows:
        first, to the Class II-B-6 Certificates; second, to the Class II-B-5
        Certificates; third, to the Class II-B-4 Certificates; fourth, to the Class
        II-B-3 Certificates; fifth, to the Class II-B-2 Certificates; and sixth,
        to the
        Class II-B-1 Certificates, in each case until the Certificate Principal Balance
        of such Class has been reduced to zero. Thereafter, the Non-PO Percentage
        of the
        principal portion of Realized Losses on the Mortgage Loans in Loan Group
        II-1
        shall be allocated among the Group II-1 Senior Certificates (other than the
        Class II-1X Certificates) in proportion to their remaining Certificate Principal
        Balances and the Non-PO Percentage of the principal portion of the Realized
        Losses on the Mortgage Loans in Loan Group II-2 shall be allocated among
        the
        Group II-2 Senior Certificates (other than the Class II-2X Certificates)
        in
        proportion to their remaining Certificate Principal Balances.

       

      (f)  No
        reduction of the Certificate Principal Balance of any Class of a related
        Group
        II Senior Certificate (other than related the Interest Only Certificates)
        shall
        be made on any Distribution Date on account of Realized Losses to the extent
        that such reduction would have the effect of reducing the aggregate Certificate
        Principal Balance of all of the Classes of the related Group II Senior
        Certificates (other than the related Interest Only Certificates) and Group
        II
        Subordinate Certificates as of such Distribution Date to an amount less than
        the
        Stated Principal Balances of the related Mortgage Loans in Loan Group II
        as of
        the related Due Date.

       

      (g)  All
        Realized Losses to be allocated to the Certificate Principal Balances of
        all
        related Classes on any Distribution Date shall be so allocated after the
        actual
        distributions to be made on such date as provided above. All references above
        to
        the Certificate Principal Balance of any Class of Certificates shall be to
        the
        Certificate Principal Balance of such Class immediately prior to the relevant
        Distribution Date, before reduction thereof by any Realized Losses, in each
        case
        to be allocated to such Class of Certificates, on such Distribution
        Date.

       

      (h)  Any
        allocation of the principal portion of Realized Losses with respect to each
        Loan
        Group to a related Certificate on any Distribution Date shall be made by
        reducing the Certificate Principal Balance thereof by the amount so allocated;
        any allocation of Realized Losses to Net Monthly Excess Cashflow shall be
        made
        by reducing the amount otherwise payable in respect of the Class I-C
        Certificates pursuant to priority third
        of
        Section 6.07(a). No allocations of any Realized Losses shall be made to the
        Certificate Principal Balances of the Group I Senior Certificates, Class
        I-P,
        Class II-P, Class II-B, Class I-R or Class II-R Certificates.

       

      (i)  All
        Realized Losses and all other losses allocated to a Class of Certificates
        hereunder shall be allocated among the Certificates of such Class in proportion
        to the Percentage Interests evidenced thereby.

       

      (j)  In
        addition,
        in the event that the Master Servicer receives
        any
        Subsequent Recoveries in respect of a Loan Group from the Company or the
        related
        Servicer, the Master Servicer shall deposit such funds for such Loan Group
        into
        the Distribution Account pursuant to Section 5.08. If, after taking into
        account
        such Subsequent Recoveries, the amount of a Realized Loss is reduced, the
        amount
        of such Subsequent Recoveries shall be applied to increase the Certificate
        Principal Balance of the related Class of Subordinate Certificates with the
        highest payment priority to which Realized Losses with respect to such Loan
        Group have been allocated, but not by more than the amount of Realized Losses
        previously allocated to that Class of Subordinate Certificates pursuant to
        this
        Section 6.05 and, in the case of the Group I Subordinate Certificates, not
        previously reimbursed to such Class of Subordinate Certificates with Net
        Monthly
        Excess Cashflow pursuant to priority third
        of
        Section 6.07(a); provided, however, in the case of the Group I Subordinate
        Certificates, to the extent that no reductions to a Certificate Principal
        Balance of such Class of Subordinate Certificates currently exists as the
        result
        of a prior allocation of a Realized Loss with respect to Loan Group I, such
        Subsequent Recoveries with respect to such Loan Group shall be applied as
        Excess
        Spread to such Loan Group. Holders of Certificates will not be entitled to
        any
        payment in respect of current interest on the amount of increases described
        herein for any Interest Accrual Period preceding the Distribution Date on
        which
        such increase occurs. Any such increases shall be applied to the Certificate
        Principal Balance of each related Subordinate Certificate of such Class in
        accordance with its respective Percentage Interest.

       

      (k)  (i)
        The
        interest portion of Realized Losses on the Mortgage Loans in Loan Group I
        shall
        be allocated on each Distribution Date first, to Uncertificated Accrued Interest
        payable to REMIC I Regular Interest AA and REMIC I Regular Interest ZZ up
        to an
        aggregate amount equal to the REMIC I Interest Loss Allocation Amount (without
        duplication of any such amount attributable to allocations of Net Interest
        Shortfalls on such Distribution Date pursuant to Section 1.02), 98% and 2%,
        respectively, and thereafter, to Uncertificated Accrued Interest payable
        to the
        REMIC I Regular Interests (other than REMIC I Regular Interest I-P), pro
        rata,
        based on the Uncertificated Accrued Interest for each such REMIC I Regular
        Interest prior to such allocation. The principal portion of Realized Losses
        on
        the Mortgage Loans in Loan Group I shall be allocated on each Distribution
        Date
        to the following REMIC I Regular Interests in the specified percentages,
        as
        follows: first, to Uncertificated Accrued Interest payable to REMIC I Regular
        Interest AA and REMIC I Regular Interest ZZ up to an aggregate amount equal
        to
        the REMIC I Interest Loss Allocation Amount (without duplication of any such
        amount attributable to allocations of Net Interest Shortfalls or the interest
        portion of Realized Losses on such Distribution Date pursuant to Section
        1.02 or
        the preceding sentence), 98% and 2%, respectively; second, to the Uncertificated
        Principal Balances of REMIC I Regular Interest AA and REMIC I Regular Interest
        ZZ up to an aggregate amount equal to the REMIC I Principal Loss Allocation
        Amount, 98% and 2%, respectively; third, to the Uncertificated Principal
        Balances of REMIC I Regular Interest AA, REMIC I Regular Interest I-B-4 and
        REMIC I Regular Interest ZZ, 98%, 1% and 1%, respectively, until the
        Uncertificated Principal Balance of REMIC I Regular Interest I-B-4 has been
        reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC
        I
        Regular Interest AA, REMIC I Regular Interest I-B-3 and REMIC I Regular Interest
        ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
        of
        REMIC I Regular Interest I-B-3 has been reduced to zero; fifth, to the
        Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I
        Regular Interest I-B-2 and REMIC I Regular Interest ZZ, 98%, 1% and 1%,
        respectively, until the Uncertificated Principal Balance of REMIC I Regular
        Interest I-B-2 has been reduced to zero; sixth, to the Uncertificated Principal
        Balances of REMIC I Regular Interest AA, REMIC I Regular Interest I-B-1 and
        REMIC I Regular Interest ZZ, 98%, 1% and 1%, respectively, until the
        Uncertificated Principal Balance of REMIC I Regular Interest I-B-1 has been
        reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC
        I
        Regular Interest AA, REMIC I Regular Interest I-M-3 and REMIC I Regular Interest
        ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
        of
        REMIC I Regular Interest I-M-3 has been reduced to zero; eighth, to the
        Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I
        Regular Interest I-M-2 and REMIC I Regular Interest ZZ, 98%, 1% and 1%,
        respectively, until the Uncertificated Principal Balance of REMIC I Regular
        Interest I-M-2 has been reduced to zero; and ninth, to the Uncertificated
        Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest
        I-M-1 and REMIC I Regular Interest ZZ, 98%, 1% and 1%, respectively, until
        the
        Uncertificated Principal Balance of REMIC I Regular Interest I-M-1 has been
        reduced to zero. 

       

      (ii)  The
        interest portion of Realized Losses on the Mortgage Loans in Loan Group II
        shall
        be allocated on each Distribution Date among REMIC II Regular Interest 1-Sub,
        REMIC II Regular Interest 1-ZZZ, REMIC II Regular Interest 2-Sub, REMIC II
        Regular Interest 2-ZZZ, REMIC III Regular Interest I-X and REMIC III Regular
        Interest II-X, pro rata, based on the Uncertificated Accrued Interest for
        each
        such REMIC II Regular Interest prior to such allocation. The principal portion
        of Realized Losses on the Mortgage Loans in Loan Group II-1 and Loan Group
        II-2,
        as applicable, shall be applied on each Distribution Date, first, to the
        related
        REMIC II Regular Interest ending with the designation “Sub,” so that the
        Uncertificated Principal Balance of each such REMIC II Regular Interest is
        equal
        to 0.1% of the excess of (x) the aggregate Stated Principal Balance of the
        Mortgage Loans in the related Loan Group (other than principal balance
        attributable to the Class II-1PO Certificates and Class II-2PO Certificates)
        over (y) the aggregate Certificate Principal Balance of the related Group
        II
        Senior Certificates (other than the Class II-1PO Certificates and Class II-2PO
        Certificates) (except that if any such excess is a larger number than in
        the
        preceding distribution period, the least amount of Realized Losses shall
        be
        applied to such REMIC II Regular Interests such that the REMIC II Subordinated
        Balance Ratio is maintained); and second, any remaining Realized Losses on
        the
        Mortgage Loans in each of Loan Group II-1 and Loan Group II-2, as applicable,
        shall be allocated to the related REMIC II Regular Interests ending with
        the
        designation “ZZZ” (except that if a Realized Loss is recognized with respect to
        a Discount Mortgage Loan in Loan Group II-1 or Loan Group II-2, as applicable,
        the related PO Percentage of such Realized Loss shall be allocated to REMIC
        II
        Regular Interest I-PO or REMIC II Regular Interest II-PO, respectively).
        

       

      Section
        6.06  Monthly
        Statements to Certificateholders. 

       

      (a)  Not
        later
        than each Distribution Date, the Securities Administrator shall prepare and
        make
        available to each Holder of Certificates, the Trustee, the Insurer, the Master
        Servicer and the Depositor a statement setting forth for the
        Certificates:

       

      (i)  the
        applicable accrual periods for calculating distributions and general
        distribution dates;

       

      (ii)  with
        respect to each Loan Group, the total cash flows received and the general
        sources thereof;

       

      (iii)  the
        amount, if any, of fees or expenses accrued and paid, with an identification
        of
        the payee and the general purpose of such fees;

       

      (iv)  with
        respect to each Loan Group, the amount of the related distribution to holders
        of
        the offered certificates (by class) allocable to principal, separately
        identifying (A) the aggregate amount of any principal prepayments included
        therein, (B) the aggregate of all scheduled payments of principal included
        therein and (C) any Extra Principal Distribution Amount included
        therein;

       

      (v)  with
        respect to each Loan Group, the Net WAC Rate Carryover Amounts and any accrued
        but unpaid interest for the related offered certificates (if any);

       

      (vi)  with
        respect to each Loan Group, the Certificate Principal Balance of the related
        offered certificates before and after giving effect to the distribution of
        principal and allocation of Realized Losses on such Distribution
        Date;

       

      (vii)  with
        respect to each Loan Group, the number and Stated Principal Balance of all
        the
        mortgage loans for the following Distribution Date;

       

      (viii)  the
        pass-through rate for each class of offered certificates for such Distribution
        Date;

       

      (ix)  with
        respect to each Loan Group and any mortgage loan that was liquidated during
        the
        preceding calendar month, the loan number and Stated Principal Balance of,
        and
        Realized Loss on, such mortgage loan as of the end of the related Prepayment
        Period;

       

      (x)  with
        respect to each Loan Group, whether a stepdown date or a trigger event is
        in
        effect;

       

      (xi)  with
        respect to each Loan Group, the total number and principal balance of any
        real
        estate owned, or REO, properties as of the end of the related Prepayment
        Period;

       

      (xii)  with
        respect to each Loan Group, the cumulative Realized Losses through the end
        of
        the preceding month;

       

      (xiii)  with
        respect to each Loan Group and if applicable, material modifications, extensions
        or waivers to pool asset terms, fees, penalties or payments during the
        distribution period or that have become material over time;

       

      (xiv)  with
        respect to each Loan Group, the amount of the Prepayment Charges remitted
        by
        each servicer and the amount on deposit in the related reserve fund;
        and

       

      (xv)  the
        special hazard amount, fraud loss amount and bankruptcy amount, if applicable,
        as of the close of business on the applicable Distribution Date.

       

      The
        Securities Administrator may make the foregoing Monthly Statement (and, at
        its
        option, any additional files containing the same information in an alternative
        format) available each month to Certificateholders and the Insurer via the
        Securities Administrator’s internet website. The Securities Administrator’s
        internet website shall initially be located at “www.ctslink.com”. Assistance in
        using the website can be obtained by calling the Securities Administrator’s
        customer service desk at (301) 815-6600. Parties that are unable to use the
        above distribution options are entitled to have a paper copy mailed to them
        via
        first class mail by calling the customer service desk and indicating such.
        The
        Securities Administrator may change the way Monthly Statements are distributed
        in order to make such distributions more convenient or more accessible to
        the
        above parties.

       

      (b)  The
        Securities Administrator’s responsibility for making the above information
        available to the Certificateholders is limited to the availability, timeliness
        and accuracy of the information derived from the Master Servicer, the Company
        and the Servicers. The Securities Administrator will make available a copy
        of
        each statement provided pursuant to this Section 6.06 to each Rating
        Agency.

       

      (c)  Within
        a
        reasonable period of time after the end of each calendar year, the Securities
        Administrator shall furnish upon request to each Person who at any time during
        the calendar year was a Certificateholder, the information set forth in clauses
        (a)(i) and (a)(ii) of this Section 6.06 aggregated for such calendar year
        or
        applicable portion thereof during which such Person was a Certificateholder.
        Such obligation of the Securities Administrator shall be deemed to have been
        satisfied to the extent that substantially comparable information shall be
        provided by the Trustee or the Securities Administrator pursuant to any
        requirements of the Code as from time to time in effect.

       

      (d)  Upon
        filing with the Internal Revenue Service, the Securities Administrator shall
        furnish to the Holders of the Residual Certificates the applicable Form 1066 and
        each applicable Form 1066Q and shall respond promptly to written requests
        made
        not more frequently than quarterly by any Holder of a Residual Certificate
        with
        respect to the following matters:

       

      (i)  The
        original projected principal and interest cash flows on the Closing Date
        on each
        class of related Regular Interests and related Residual Interests created
        hereunder and on the related Mortgage Loans, based on the Prepayment
        Assumption;

       

      (ii)  The
        projected remaining principal and interest cash flows as of the end of any
        calendar quarter with respect to each related class of Regular Interests
        and
        Residual Interests created hereunder and the related Mortgage Loans, based
        on
        the Prepayment Assumption;

       

      (iii)  The
        applicable Prepayment Assumption and any interest rate assumptions used in
        determining the projected principal and interest cash flows described
        above;

       

      (iv)  The
        original issue discount (or, in the case of the Mortgage Loans, market discount)
        or premium accrued or amortized through the end of such calendar quarter
        with
        respect to each related class of Regular Interests or Residual Interests
        created
        hereunder and to the related Mortgage Loans, together with each constant
        yield
        to maturity used in computing the same;

       

      (v)  The
        treatment of losses realized with respect to the related Mortgage Loans or
        the
        Regular Interests created hereunder, including the timing and amount of any
        cancellation of indebtedness income of a REMIC with respect to such Regular
        Interests or bad debt deductions claimed with respect to the related Mortgage
        Loans;

       

      (vi)  The
        amount and timing of any non-interest expenses of a REMIC; and

       

      (vii)  Any
        taxes
        (including penalties and interest) imposed on the REMIC, including, without
        limitation, taxes on “prohibited transactions,” “contributions” or “net income
        from foreclosure property” or state or local income or franchise
        taxes.

       

      The
        information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
        provided by the Depositor pursuant to Section 10.12. 

       

      Section
        6.07  REMIC
        Designations and REMIC Distributions. 

       

      (a)  The
        Trustee shall elect that each of REMIC I, REMIC II and REMIC III shall be
        treated as a REMIC under Section 860D of the Code. Any inconsistencies or
        ambiguities in this Agreement or in the administration of this Agreement
        shall
        be resolved in a manner that preserves the validity of such REMIC elections.
        The
        assets of REMIC I shall include the Mortgage Loans in Loan Group I and all
        interest owing in respect of and principal due thereon, the funds in the
        Distribution Account and the Protected Accounts maintained by the Securities
        Administrator, the Company and the Servicers, and any REO Property, in each
        case, with respect to Loan Group I and any other assets related to Loan Group
        I
        subject to this Agreement (other than the Net WAC Reserve Fund and any
        Prepayment Charge Waiver Amounts). The assets of REMIC II shall include the
        Mortgage Loans in Loan Group II and all interest owing in respect of and
        principal due thereon, the funds in the Distribution Account and the Protected
        Accounts maintained by the Company and the Servicers, and any REO Property,
        in
        each case, with respect to Loan Group II, and any other assets related to
        Loan
        Group II (other than any Prepayment Charge Waiver Amounts) subject to this
        Agreement. The REMIC I Regular Interests and the REMIC II Regular Interests
        shall constitute the assets of REMIC III. 

       

      (b)  On
        each
        Distribution Date, the Group I Available Funds, in the following order of
        priority and in accordance with the Remittance Report, shall be deemed
        distributed by REMIC I to REMIC III on account of the REMIC I Regular Interests
        or withdrawn from the Distribution Account and distributed to the Holders
        of the
        Class I-R-1 Certificates:

       

      (i)  first,
        to
        the holders of REMIC I Regular Interest AA, each REMIC I Regular Interest
        for
        which a Class I-A, Class I-M or Class I-B Certificate is a Corresponding
        Certificate and REMIC I Regular Interest ZZ, pro rata, in an amount equal
        to (A)
        the Uncertificated Accrued Interest for each such REMIC I Regular Interest
        for
        such Distribution Date, plus (B) any amounts in respect thereof remaining
        unpaid
        from previous Distribution Dates. Amounts payable as Uncertificated Accrued
        Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred
        when the REMIC I Overcollateralization Amount is less than the REMIC I
        Overcollateralization Target Amount, by the lesser of (x) the amount of such
        difference and (y) the REMIC I Maximum Interest Deferral Amount, and such
        amount
        shall be payable to the holders of each REMIC I Regular Interest for which
        a
        Class I-A, Class I-M or Class I-B Certificate is a Corresponding Certificate
        in
        the same proportion as the Group I Overcollateralization Increase Amount
        is
        allocated to the Corresponding Certificates for each such REMIC I Regular
        Interest, and the Uncertificated Principal Balance of REMIC I Regular Interest
        ZZ shall be increased by such amount;

       

      (ii)  second,
        to the holders of REMIC I Regular Interests (other than REMIC I Regular Interest
        I-P), in an amount equal to the remainder of the Group I Available Funds
        for
        such Distribution Date after the distributions made pursuant to clause (i)
        above, allocated as follows:

       

      (A)  98.00%
        of
        such remainder to the holders of REMIC I Regular Interest AA, until the
        Uncertificated Principal Balance of such REMIC I Regular Interest is reduced
        to
        zero; and

       

      (B)  2.00%
        of
        such remainder, first, to the holders of each REMIC I Regular Interest for
        which
        a Class I-A, Class I-M or Class I-B Certificate is a Corresponding Certificate,
        in an aggregate amount equal to 1.00% of and in the same proportion as principal
        payments are allocated to the Corresponding Certificates for each such REMIC
        I
        Regular Interest, until the Uncertificated Principal Balances of such REMIC
        I
        Regular Interests are reduced to zero; and second, to the holders of REMIC
        I
        Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC
        I
        Regular Interest is reduced to zero; and

       

      (C)  third,
        any remaining amount to the Holders of the Class I-R-1
        Certificates.

       

      (c)  On
        each
        Distribution Date, all amounts representing Prepayment Charges on Loan Group
        I
        shall be deemed distributed in respect of REMIC I Regular Interest I-P, provided
        that such amounts shall not reduce the Uncertificated Principal Balance of
        REMIC
        I Regular Interest I-P. On the Distribution Date in February 2011, $100 shall
        be
        deemed distributed in respect of REMIC I Regular Interest I-P in reduction
        of
        the Uncertificated Principal Balance thereof.

       

      (d)  On
        each
        Distribution Date, the Group II Available Funds for Loan Group II, in the
        following order of priority and in accordance with the Remittance Report,
        shall
        be deemed distributed by REMIC II to REMIC III on account of the related
        REMIC
        II Regular Interests or withdrawn from the Distribution Account and distributed
        to the Holders of the Class II-1R-1 Certificates:

       

      (i)  to
        the
        holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-ZZZ,
        REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-ZZZ, REMIC III
        Regular Interest I-X and REMIC III Regular Interest II-X, pro rata, an amount
        equal to (A) the Uncertificated Accrued Interest for such Distribution Date,
        plus (B) any amounts in respect thereof remaining unpaid from previous
        Distribution Dates; 

       

      (ii)  to
        the
        extent of the remainder of the Group II Available Funds for such Distribution
        Date after the distributions made pursuant to clause (i) above, to the Class
        II-1R-1 Certificates and REMIC II Regular Interest II-1R-2, pro rata, as
        principal, in reduction of the Certificate Principal Balance and Uncertificated
        Principal Balance, as applicable, thereof, until the Certificate Principal
        Balance and Uncertificated Principal Balance, as applicable, thereof have
        been
        reduced to zero;

       

      (iii)  the
        remainder of the Group II Available Funds for such Distribution Date after
        the
        distributions made pursuant to clauses (i) and (ii) above, allocated as
        follows:

       

      (A)  first,
        to
        each of REMIC II Regular Interest 1-Sub and REMIC II Regular Interest 2-Sub,
        the
        portion of such remainder from the related Loan Group, so that the
        Uncertificated Principal Balance of each such REMIC II Regular Interest is
        equal
        to 0.1% of the excess of (x) the aggregate Stated Principal Balance of the
        Mortgage Loans in the related Loan Group (other than the principal balance
        attributable to the Class II-1PO Certificates and Class II-2PO Certificates)
        over (y) the aggregate Certificate Principal Balance of the related Group
        II
        Senior Certificates (other than the Class II-1PO Certificates and Class II-2PO
        Certificates) (except that if any such excess is a larger number than in
        the
        preceding distribution period, the least amount of funds shall be distributed
        to
        REMIC II Regular Interests 1-Sub and 2-Sub such that the REMIC II Subordinated
        Balance Ratio is maintained with respect to such REMIC II Regular Interests);
        and 

       

      (B)  second,
        any remaining funds from each Loan Group to the related REMIC II Regular
        Interest ending with the designation “ZZZ” (provided that a portion of the
        remaining funds equal to the Class II-1PO Certificate Principal Distribution
        Amount or Class II-2PO Certificate Principal Distribution Amount, as applicable,
        attributable to the related Discount Mortgage Loans shall be distributed
        to
        REMIC II Regular Interest I-PO and REMIC II Regular Interest I-PO,
        respectively); and

       

      (C)  any
        remaining amount, to the Holders of the Class II-1R-1 Certificates.

       

      (e)  On
        each
        Distribution Date, all amounts representing Prepayment Charges on Loan Group
        II-1 shall be deemed distributed in respect of REMIC II Regular Interest
        I-P,
        provided that such amounts shall not reduce the Uncertificated Principal
        Balance
        of REMIC II Regular Interest I-P. On the Distribution Date in February 2011,
        $100 shall be deemed distributed in respect of REMIC II Regular Interest
        I-P in
        reduction of the Uncertificated Principal Balance thereof. On each Distribution
        Date, all amounts representing Prepayment Charges on Loan Group II-2 shall
        be
        deemed distributed in respect of REMIC II Regular Interest II-P, provided
        that
        such amounts shall not reduce the Uncertificated Principal Balance of REMIC
        II
        Regular Interest II-P. On the Distribution Date in February 2011, $100 shall
        be
        deemed distributed in respect of REMIC II Regular Interest II-P in reduction
        of
        the Uncertificated Principal Balance thereof.

       

      Section
        6.08  Net
        WAC
        Reserve Fund. 

       

      (a)  The
        Securities Administrator shall establish a Net WAC Reserve Fund on behalf
        of the
        Holders of the Offered Certificates. The Net WAC Reserve Fund must be an
        Eligible Account. The Net WAC Reserve Fund shall be entitled “Net WAC Reserve
        Fund, U.S. Bank National Association as Trustee for the benefit of Holders
        of
        Bear Stearns Asset Backed Securities I LLC, Asset-Backed Certificates, Series
        2006-AC1, Class 1-A-1, Class I-A-2, Class I-M-1, Class I-M-2, Class I-M-3,
        Class
        I-B-1, Class I-B-2, Class I-B-3 and Class I-B-4 Certificates”. On the Closing
        Date, the Depositor will deposit, or cause to be deposited, into the Net
        WAC
        Reserve Fund an amount equal to the Net WAC Reserve Fund Deposit. On each
        Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
        to any Class of Group I Offered Certificates or Class I-B-4 Certificates,
        the
        Securities Administrator shall, in accordance with the Remittance Report
        for
        such Distribution Date, deposit the amounts pursuant to paragraphs 9 through
        17
        of clause third
        of
        Section 6.04(a) with respect to Loan Group I into the Net WAC Reserve Fund,
        and
        the Securities Administrator has been directed by the Class I-C
        Certificateholder to distribute any amounts then on deposit in the Net WAC
        Reserve Fund to the Holders of the Group I Offered Certificates and Class
        I-B-4
        Certificates in respect of the Net WAC Rate Carryover Amount for each such
        Class
        in the priorities set forth in clause third
        of
        Section 6.04(a).

       

      (b)  The
        Net
        WAC Reserve Fund is an “outside reserve fund” within the meaning of Treasury
        Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but
        not
        an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal
        owner of the Net WAC Reserve Fund. The Class I-C Certificateholders shall
        be the
        beneficial owners of the Net WAC Reserve Fund with respect to Loan Group
        I,
        subject to the power of the Securities Administrator to transfer amounts
        under
        Section 6.04(a). Amounts in the Net WAC Reserve Fund with respect to Loan
        Group
        I shall be held either uninvested in a trust or deposit account of the
        Securities Administrator with no liability for interest or other compensation
        thereof or, at the direction of the Majority Class I-C Certificateholder,
        be
        invested in Permitted Investments that mature no later than the Business
        Day
        prior to the next succeeding Distribution Date. All net income and gain from
        such investments with respect to Loan Group I shall be distributed to the
        Majority Class I-C Certificateholder not as a distribution in respect of
        any
        interest in any REMIC on such Distribution Date. All amounts earned on amounts
        on deposit in the Net WAC Reserve Fund for Loan Group I shall be taxable
        to the
        Majority Class I-C Certificateholder. Any losses on such investments shall
        be
        deposited in the Net WAC Reserve Fund by the Majority Class I-C
        Certificateholder out of its own funds immediately as realized. In the event
        that the Majority Class I-C Certificateholder shall fail to provide investment
        instructions to the Securities Administrator, the related amounts on deposit
        in
        the Net WAC Reserve Fund shall be held uninvested.

       

      (c)  For
        federal tax return and information reporting, the right of the Holders of
        the
        Group I Offered Certificates and Class I-B-4 Certificates to receive payments
        from the Net WAC Reserve Fund in respect of any Net WAC Rate Carryover Amount
        shall be assigned a value of zero.

       

      Section
        6.09  Class
        P
        Certificate Accounts. The Securities Administrator shall establish and maintain
        with itself a separate, segregated trust account for each of the Class P
        Certificates, each titled “Bear Stearns Asset-Backed Securities I Trust 2006-AC1
        Class I-P, Class II-1P and Class II-2P Certificate Account” (each, a “Class P
        Certificate Account”). On the Closing Date, the Depositor will deposit, or cause
        to be deposited in each Class P Certificate Account $100.00. Prepayment charges
        with respect to each Loan Group shall be allocated to the related Class P
        Certificate. The
        amount on deposit in each Class P Certificate Account shall be held uninvested.
        On the Distribution Date in February 2010, the Securities Administrator shall
        withdraw the amount on deposit in each Class P Certificate Account and remit
        such amount to the Holders of the related Class P Certificates in reduction
        of
        the related Certificate Principal Balance thereof.

       

      Section
        6.10  Policy
        Matters. 

       

      (a)  If,
        on
        the second Business Day before any Distribution Date, the Securities
        Administrator, on behalf of the Trustee, determines that a Deficiency Amount
        is
        required to be paid by the Insurer on such Distribution Date, the Securities
        Administrator shall determine the amount of any such Deficiency Amount and
        shall
        prepare, as applicable, a Notice of Nonpayment in the form of Exhibit A to
        the
        Policy and execute and submit such Notice of Nonpayment to the Insurer by
        12:00
        noon, New York City time on the second Business Day before such Distribution
        Date as a claim for a Deficiency Amount. The Securities Administrator’s
        responsibility for delivering a Notice of Nonpayment to the Insurer, as provided
        in the preceding sentence, is limited to the availability, timeliness and
        accuracy of the information required to be provided hereunder by the Master
        Servicer to the Securities Administrator.

       

      (b)  In
        the
        event the Securities Administrator receives a certified copy, with a copy
        to the
        Trustee, of an order of the appropriate court that any scheduled payment
        of
        principal or interest on a Class I-A-2 Certificate has been voided in whole
        or
        in part as a preference payment under applicable bankruptcy law, the Trustee
        shall promptly notify the Insurer in writing, as appropriate, and the
Securities
        Administrator
        shall
        make a claim on the Policy in accordance with the provisions thereof to obtain
        payment by the Insurer of such voided scheduled payment. In addition, the
        Securities Administrator shall mail notice to all Holders of the Class I-A-2
        Certificates so affected that, in the event that any such Holder’s scheduled
        payment is so recovered, such Holder will be entitled to payment pursuant
        to the
        terms of the Policy, a copy of which shall be made available to such Holders
        by
        the Securities Administrator. The Securities Administrator shall furnish
        to the
        Insurer its records listing the payments on the affected Class I-A-2
        Certificates, if any, that have been made by the Securities Administrator
        and
        subsequently recovered from the affected Holders, and the dates on which
        such
        payments were made by the Securities Administrator.

       

      (c)  At
        the
        time of the execution hereof, and for purposes hereof, the Securities
        Administrator shall establish a separate special purpose trust account in
        the
        name of the Trustee for the benefit of the Holders of the Class I-A-2
        Certificates and the Insurer (the “Policy Payments Account”) over which the
        Securities Administrator, on behalf of the Trustee, shall have exclusive
        control
        and sole right of withdrawal. The Policy Payments Account shall be an Eligible
        Account. The Securities Administrator shall deposit any amount received by
        it
        and paid under the Policy into the Policy Payments Account and distribute
        such
        amount only for the purposes of making payments to the Holders of the Class
        I-A-2 Certificates in respect of Insured Amounts (or other amounts payable
        pursuant to paragraph (b) above on the Class I-A-2 Certificates by the Insurer
        pursuant to the Policy) for which the related claim was made under the Policy.
        Such amounts shall be allocated by the Securities Administrator to Holders
        of
        the Class I-A-2 Certificates, as applicable, entitled to such payments in
        the
        same manner as principal and interest distributions are to be allocated with
        respect to such Certificates pursuant to Section 6.04. It shall not be necessary
        for such payments to be made by checks or by wire transfers separate from
        the
        checks or wire transfers used to make regular payments hereunder with funds
        withdrawn from the Distribution Account. However, any payments made on the
        Class
        I-A-2 Certificates from funds in the Policy Payments Account shall be noted
        as
        provided in subsection (e) below. Funds held in the Policy Payments Account
        shall not be invested by the Securities Administrator.

       

      (d)  Any
        funds
        received by the Securities Administrator from the Insurer for deposit into
        the
        Policy Payments Account pursuant to the Policy in respect of a Distribution
        Date
        or otherwise as a result of any claim under such Policy shall be applied
        by the
        Securities Administrator directly to the payment in full of the Insured Amounts
        due on such Distribution Date on the Class I-A-2 Certificates. Funds received
        by
        the Securities Administrator as a result of any claim under the Policy shall
        be
        used solely for payment to the Holders of the Class I-A-2 Certificates and
        may
        not be applied for any purpose, including, without limitation, satisfaction
        of
        any costs, expenses or liabilities of the Trustee, the Securities Administrator,
        the Master Servicer, any Servicer, the Depositor or the Trust Fund. Any funds
        remaining in the Policy Payments Account on the first Business Day after
        each
        Distribution Date (other than the Final Scheduled Distribution Date to the
        extent of funds remaining in the Policy Payments Account required to be paid
        to
        Holders of the Class I-A-2 Certificates) shall be remitted promptly by the
        Securities Administrator to the Insurer pursuant to written instructions
        of the
        Insurer.

       

      (e)  The
        Securities Administrator shall keep complete and accurate records in respect
        of
        (i) all funds remitted to the Securities Administrator by the Insurer and
        deposited into the Policy Payments Account and (ii) the allocation of such
        funds
        to (A) payments of interest on and principal in respect of any Class I-A-2
        Certificates and (B) payments in respect of the Preference Amounts. The Insurer
        shall have the right to inspect such records at reasonable times during normal
        business hours upon three Business Days’ prior written notice to the Securities
        Administrator. Any Insured Amounts disbursed by the Securities Administrator
        from proceeds of the Policy shall be considered payment by the Insurer and
        not
        by the Trust Fund with respect to the Class I-A-2 Certificates, and the Insurer
        will be entitled to receive the Reimbursement Amount pursuant to Section
        6.04.

       

      (f)  The
        Securities Administrator acknowledges, and each Holder of a Class I-A-2
        Certificate by its acceptance of such Certificate agrees that, without the
        need
        for any further action on the part of the Insurer or the Securities
        Administrator, to the extent the Insurer pays the Insured Amounts, directly
        or
        indirectly, on account of principal of interest on any Class I-A-2 Certificates,
        the Insurer shall be fully subrogated to the rights of the Holders of such
        Class
        I-A-2 Certificates to receive the Reimbursement Amount pursuant to Section
        6.04.
        The Class I-A-2 Certificateholders, by acceptance of such Certificates, assign
        to the Insurer their rights as Holders of the Class I-A-2 Certificates, to
        the
        extent of the Insurer’s interest with respect to amounts paid under the Policy.
        Each of the Depositor and the Securities Administrator agrees to such
        subrogation and, further agrees to execute such instruments and to take such
        reasonable actions at the expense of the Trust Fund as, in the sole judgment
        of
        the Insurer, are necessary to evidence and, subject to the priority of payment
        provisions of this Agreement, to perfect the rights of the Insurer to receive
        any moneys paid or payable in respect of the Class I-A-2 Certificates under
        this
        Agreement or otherwise. Anything herein to the contrary notwithstanding,
        solely
        for purposes of determining the Insurer’s voting or control rights as subrogee
        for payments distributable pursuant to Section 6.04, any payment with respect
        to
        distributions to the Policy shall not be considered payment of the Class
        I-A-2
        Certificates from the Trust Fund and shall not result in the distribution
        or the
        provision for the distribution in reduction of the Certificate Principal
        Balances of the Class I-A-2 Certificates or Accrued Certificate Interest
        thereon.

       

      (g)  The
        Trustee shall promptly notify the Insurer of either of the following as to
        which
        a Responsible Officer has actual knowledge: (A) the commencement of any
        proceeding by or against the Depositor commenced under the United States
        bankruptcy code or any other applicable bankruptcy, insolvency, receivership,
        rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of
        any claim in connection with any Insolvency Proceeding seeking the avoidance
        as
        a preferential transfer (a “Preference Claim”) of any distribution made with
        respect to the Class I-A-2 Certificates. Each Holder of a Class I-A-2
        Certificate, by its purchase of such Certificate, and the Trustee hereby
        agree
        that the Insurer (so long as no Insurer Default exists) may at any time during
        the continuation of any proceeding relating to a Preference Claim direct
        all
        matters relating to such Preference Claim, including, without limitation,
        (i)
        the direction of any appeal of any order relating to any Preference Claim
        and
        (ii) the posting of any surety, supersedeas or performance bond pending any
        such
        appeal. In addition and without limitation of the foregoing, the Insurer
        shall
        be subrogated to the rights of the Trustee and each Holder of a Class I-A-2
        Certificate, in the conduct of any Preference Claim, including, without
        limitation, all rights of any party to an adversary proceeding action with
        respect to any court order issued in connection with any such Preference
        Claim.

       

      (h)  The
        Trustee shall surrender the Policy to the Insurer for cancellation upon the
        termination of the Trust Fund pursuant to Article IX hereof.

       

      (i)  The
        Trustee shall, upon retirement of the Class I-A-2 Certificates, furnish to
        the
        Insurer a notice of such retirement, and, upon retirement of the Class I-A-2
        Certificates and the expiration of the Policy, surrender the Policy to the
        Insurer for cancellation.

       

      (j)  The
        Trustee shall hold the Policy in trust as agent for the Holders of the Class
        I-A-2 Certificates for purposes of making claims thereon and distributing
        the
        proceeds thereof. Neither the Policy nor the amounts paid on the Policy shall
        constitute part of the Trust Fund by this Agreement. Each Holder of Class
        I-A-2
        Certificates, by accepting its Class I-A-2 Certificate, appoints the Securities
        Administrator as attorney in fact for the purpose of making claims on the
        Policy.

       

      (k)  The
        Insurer Premium Amount to be paid pursuant to Section 6.04 shall be paid
        by the
        Securities Administrator to the Insurer in accordance with the Insurance
        Agreement and this Agreement.

       

      
 

      ARTICLE
        VII


      THE
        CERTIFICATES

       

      Section
        7.01  The
        Certificates. The Certificates shall be substantially in the forms attached
        hereto as Exhibits A-1 through A-7. The Certificates shall be issuable in
        registered form, in the minimum dollar denominations, integral dollar multiples
        in excess thereof (except that one Certificate of each Class may be issued
        in a
        different amount which must be in excess of the applicable minimum dollar
        denomination) and aggregate dollar denominations as set forth in the following
        table:

       

      


      
        	
                Class

              	 	
                Minimum
                  Denomination

              	 	
                Integral
                  Multiple in Excess of Minimum

              	 	
                Initial
                  Certificate Principal Balance

              	 	
                Pass-Through
                  Rate

              	 
	
                I-A-1

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                275,026,000.00

              	 	
                Class
                  I-A-1 Pass-Through Rate

              	 
	
                I-A-2

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                75,000,000.00

              	 	
                Class
                  I-A-2 Pass-Through Rate

              	 
	
                I-M-1

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                46,510,000.00

              	 	
                Class
                  I-M-1 Pass-Through Rate

              	 
	
                I-M-2

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                24,933,000.00

              	 	
                Class
                  I-M-2 Pass-Through Rate

              	 
	
                I-M-3

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                11,508,000.00

              	 	
                Class
                  I-M-3 Pass-Through Rate

              	 
	
                I-B-1

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                11,028,000.00

              	 	
                Class
                  I-B-1 Pass-Through Rate

              	 
	
                I-B-2

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                10,069,000.00

              	 	
                Class
                  I-B-2 Pass-Through Rate

              	 
	
                I-B-3

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                9,590,000.00

              	 	
                Class
                  I-B-3 Pass-Through Rate

              	 
	
                I-B-4

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                11,508,000.00

              	 	
                Class
                  I-B-4 Pass-Through Rate

              	 
	
                I-C

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                4,315,431.01

              	
                (1)

              	
                Class
                  I-C Pass-Through Rate

              	 
	
                I-P

              	 	
                $

              	
                100

              	 	 	
                N/A

              	 	
                $

              	
                100.00

              	
                (2)

              	
                N/A

              	 
	
                I-R-1

              	 	 	
                100

              	
                %

              	 	
                N/A

              	 	 	
                N/A

              	
                (2)

              	
                N/A

              	 
	
                II-1A-1

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                87,716,000.00

              	 	
                5.50%

              	 
	
                II-1A-2

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                3,550,000.00

              	 	
                5.50%

              	 
	
                II-2A-1

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	 	
                202,218,000.00

              	 	
                6.00%

              	 
	
                II-2A-2

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	 	
                4,200,000.00

              	 	
                6.00%

              	 
	
                II-B-1

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                7,300,000.00

              	 	
                Class
                  II-B Pass-Through Rate

              	 
	
                II-B-2

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                4,705,000.00

              	 	
                Class
                  II-B Pass-Through Rate

              	 
	
                II-B-3

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                3,083,000.00

              	 	
                Class
                  II-B Pass-Through Rate

              	 
	
                II-B-4

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                2,595,000.00

              	 	
                Class
                  II-B Pass-Through ate

              	 
	
                II-B-5

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                1,622,000.00

              	 	
                Class
                  II-B Pass-Through Rate

              	 
	
                II-B-6

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                1,301,979.76

              	 	
                Class
                  II-B Pass-Through Rate

              	 
	
                II-1PO

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                1,709,146.31

              	
                (2)

              	
                N/A

              	 
	
                II-1X

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	 	
                (3)

              	 	
                Class
                  II-1X Pass-Through Rate)

              	 
	
                II-2PO

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                4.460,569.65

              	
                (2)

              	
                N/A

              	 
	
                II-2X

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	 	
                (3)

              	 	
                Class
                  II-2X Pass-Through Rate)

              	 
	
                II-1P

              	 	
                $

              	
                100

              	 	 	
                N/A

              	 	
                $

              	
                100.00

              	
                (2)

              	
                N/A

              	 
	
                II-1R-1

              	 	 	
                100

              	
                %

              	 	
                N/A

              	 	
                $

              	
                50.00

              	
                (2)

              	
                N/A

              	 
	
                II-1R-2

              	 	 	
                100

              	
                %

              	 	
                N/A

              	 	
                $

              	
                50.00

              	
                (2)

              	
                N/A

              	 
	
                II-2P

              	 	
                $

              	
                100

              	 	 	
                N/A

              	 	
                $

              	
                100.00

              	
                (2)

              	
                N/A

              	 


      

      


      
        	
                (1)

              	
                The
                  Class I-C Certificate will not accrue interest on its Certificate
                  Principal Balance, but will accrue interest at the related Pass-Through
                  Rate on its Notional Amount, which shall equal the aggregate of
                  the
                  Uncertificated Principal Balances of the REMIC I Regular Interests
                  other
                  than REMIC I Regular Interest I-P. 

                 

              


      

      
        	
                (2)

              	
                The
                  Class I-P, Class I-R-1, Class II-1PO, Class
                  II-2PO, Class II-P,
                  Class II-1R-1 and Class II-1R-2 Certificates are not entitled to
                  distributions in respect of interest.

                 

              


      

      
        	
                (3)

              	
                The
                  Class II-1X Certificates do not have a Certificate Principal Balance.
                  The
                  Class II-1X Certificates have an initial Notional Amount equal
                  to
                  $99,281,071.30 and for any subsequent Distribution Date, the Class
                  II-1X
                  Certificates will have a Notional Amount equal to the aggregate
                  Stated
                  Principal Balance of the Mortgage Loans in Loan Group II-1. For
                  federal
                  income tax purposes, the Class II-1X Certificates will have a Notional
                  Amount equal to the Uncertificated Notional Amount of REMIC II
                  Regular
                  Interest I-X. The Class II-2X Certificates do not have a Certificate
                  Principal Balance. The Class II-2X Certificates have an initial
                  Notional
                  Amount equal to $225,179,624.42 and for any subsequent Distribution
                  Date,
                  the Class II-2X Certificates will have a Notional Amount equal
                  to the
                  aggregate Stated Principal Balance of the Mortgage Loans in Loan
                  Group
                  II-2. For federal income tax purposes, the Class II-2X Certificates
                  will
                  have a Notional Amount equal to the Uncertificated Notional Amount
                  of
                  REMIC II Regular Interest II-X.

              


      

      


       

      The
        Certificates shall be executed by manual or facsimile signature on behalf
        of the
        Securities Administrator by an authorized officer. Certificates bearing the
        manual or facsimile signatures of individuals who were, at the time when
        such
        signatures were affixed, authorized to sign on behalf of the Securities
        Administrator shall bind the Securities Administrator, notwithstanding that
        such
        individuals or any of them have ceased to be so authorized prior to the
        authentication and delivery of such Certificates or did not hold such offices
        at
        the date of such authentication and delivery. No Certificate shall be entitled
        to any benefit under this Agreement, or be valid for any purpose, unless
        there
        appears on such Certificate the countersignature of the Securities Administrator
        by manual signature, and such countersignature upon any Certificate shall
        be
        conclusive evidence, and the only evidence, that such Certificate has been
        duly
        countersigned and delivered hereunder. All Certificates shall be dated the
        date
        of their countersignature. On the Closing Date, the Securities Administrator
        shall authenticate the Certificates to be issued at the written direction
        of the
        Depositor, or any affiliate thereof.

       

      The
        Depositor shall provide, or cause to be provided, to the Securities
        Administrator on a continuous basis, an adequate inventory of Certificates
        to
        facilitate transfers.

       

      Section
        7.02  Certificate
        Register; Registration of Transfer and Exchange of Certificates. 

       

      (a)  The
        Securities
        Administrator
        shall
        maintain, or cause to be maintained in accordance with the provisions of
        Section
        7.09 hereof, a Certificate Register for the Trust Fund in which, subject
        to the
        provisions of subsections (b) and (c) below and to such reasonable regulations
        as it may prescribe, the Securities
        Administrator
        shall
        provide for the registration of Certificates and of Transfers and exchanges
        of
        Certificates as herein provided. Upon surrender for registration of Transfer
        of
        any Certificate, the Securities
        Administrator shall
        authenticate and deliver, in the name of the designated transferee or
        transferees, one or more new Certificates of the same Class and of like
        aggregate Percentage Interest.

       

      At
        the
        option of a Certificateholder, Certificates may be exchanged for other
        Certificates of the same Class in authorized denominations and evidencing
        the
        same aggregate Percentage Interest upon surrender of the Certificates to
        be
        exchanged at the office or agency of the Securities Administrator. Whenever
        any
        Certificates are so surrendered for exchange, the Securities Administrator
        shall
        execute, authenticate, and deliver the Certificates that the Certificateholder
        making the exchange is entitled to receive. Every Certificate presented or
        surrendered for registration of Transfer or exchange shall be accompanied
        by a
        written instrument of Transfer in form satisfactory to the Securities
        Administrator duly executed by the Holder thereof or his attorney duly
        authorized in writing.

       

      No
        service charge to the Certificateholders shall be made for any registration
        of
        Transfer or exchange of Certificates, but payment of a sum sufficient to
        cover
        any tax or governmental charge that may be imposed in connection with any
        Transfer or exchange of Certificates may be required.

       

      All
        Certificates surrendered for registration of Transfer or exchange shall be
        canceled and subsequently destroyed by the Securities Administrator in
        accordance with the Securities Administrator’s customary
        procedures.

       

      (b)  No
        Transfer of a Private Certificate shall be made unless such Transfer is made
        pursuant to an effective registration statement under the Securities Act
        and any
        applicable state securities laws or is exempt from the registration requirements
        under the Securities Act and such state securities laws. In the event that
        a
        Transfer is to be made in reliance upon an exemption from the Securities
        Act and
        such laws, in order to assure compliance with the Securities Act and such
        laws,
        the Certificateholder desiring to effect such Transfer and such
        Certificateholder’s prospective transferee shall each certify to the Securities
        Administrator in writing the facts surrounding the Transfer in substantially
        the
        forms set forth in Exhibit D (the “Transferor Certificate”) and (x) deliver a
        letter in substantially the form of either Exhibit E (the “Investment Letter”)
        or Exhibit F (the “Rule 144A Letter”) or (y) there shall be delivered to the
        Securities Administrator an Opinion of Counsel addressed to the Securities
        Administrator that such Transfer may be made pursuant to an exemption from
        the
        Securities Act, which Opinion of Counsel shall not be an expense of the
        Depositor, the Sponsor, the Master Servicer, the Securities Administrator
        or the
        Trustee. The Depositor shall provide to any Holder of a Private Certificate
        and
        any prospective transferee designated by any such Holder, information regarding
        the related Certificates and the Mortgage Loans and such other information
        as
        shall be necessary to satisfy the condition to eligibility set forth in Rule
        144A(d)(4) for Transfer of any such Certificate without registration thereof
        under the Securities Act pursuant to the registration exemption provided
        by Rule
        144A. The Securities Administrator and the Master Servicer shall cooperate
        with
        the Depositor in providing the Rule 144A information referenced in the preceding
        sentence, including providing to the Depositor such information regarding
        the
        Certificates, the Mortgage Loans and other matters regarding the Trust Fund
        as
        the Depositor shall reasonably request to meet its obligation under the
        preceding sentence. Notwithstanding the provisions of the immediately preceding
        sentence, no restrictions shall apply with respect to the transfer or
        registration of transfer of a beneficial interest in any Certificate that
        is a
        Global Certificate of a Class to a transferee that takes delivery in the
        form of
        a beneficial interest in the Global Certificate of such Class provided that
        each
        such transferee shall be deemed to have made such representations and warranties
        contained in the Rule 144A and Related Matters Certificate as are sufficient
        to
        establish that it is a QIB. Each Holder of a Private Certificate desiring
        to
        effect such Transfer shall, and does hereby agree to, indemnify the Trustee,
        the
        Depositor, the Sponsor, the Securities Administrator and the Master Servicer
        against any liability that may result if the Transfer is not so exempt or
        is not
        made in accordance with such federal and state laws.

       

      No
        Transfer of an ERISA Restricted Certificate shall be made unless either (i)
        the
        Master Servicer and the Securities Administrator shall have received a
        representation from the transferee of such Certificate acceptable to and
        in form
        and substance satisfactory to the Master Servicer and the Securities
        Administrator, to the effect that such transferee is not an employee benefit
        plan subject to Section 406 of ERISA and/or a plan subject to Section 4975
        of
        the Code, or a Person acting on behalf of any such plan or using the assets
        of
        any such plan, or (ii) in the case of any such ERISA Restricted Certificate
        presented for registration in the name of an employee benefit plan subject
        to
        ERISA, or a plan subject to Section 4975 of the Code (or comparable provisions
        of any subsequent enactments), or a trustee of any such plan or any other
        person
        acting on behalf of any such plan, the Securities Administrator shall have
        received an Opinion of Counsel for the benefit of the Trustee, the Master
        Servicer and the Securities Administrator and on which they may rely,
        satisfactory to the Securities Administrator, to the effect that the purchase
        and holding of such ERISA Restricted Certificate is permissible under applicable
        law, will not constitute or result in the assets of the Trust being deemed
        to be
“plan assets” under ERISA or the Code, will not result in any prohibited
        transactions under ERISA or Section 4975 of the Code and will not subject
        the
        Trustee, the Master Servicer, the Depositor or the Securities Administrator
        to
        any obligation in addition to those expressly undertaken in this Agreement,
        which Opinion of Counsel shall not be an expense of the Trustee, the Master
        Servicer, the Depositor or the Securities Administrator, or, in the case
        of a
        Class I-B-4, Class II-B-4, Class II-B-5 or Class II-B-6 Certificate, the
        transferee provides a representation, or deemed representation in the case
        of
        the Global Certificate or an opinion of counsel to the effect that the proposed
        transfer and holding of such Certificate and the servicing, management and
        operation of the Trustee and its assets: (I) will not result in any prohibited
        transaction which is not covered under an individual or class prohibited
        transaction exemption, including, but not limited to, Prohibited Transaction
        Exemption (“PTE”) 84-14, PTE 91-38, PTE 90-1, PTE 95-60 or PTE 96-23 and (II)
        will not give rise to any additional obligations on the part of the Depositor,
        the Securities Administrator, the Master Servicer or the Trustee.
        Notwithstanding anything else to the contrary herein, any purported transfer
        of
        an ERISA Restricted Certificate to or on behalf of an employee benefit plan
        subject to Section 406 of ERISA and/or a plan subject to Section 4975 of
        the
        Code without the delivery of the Opinion of Counsel as described above shall
        be
        void and of no effect; provided that the restriction set forth in this sentence
        shall not be applicable if there has been delivered to the Securities
        Administrator an Opinion of Counsel meeting the requirements of clause (ii)
        of
        the first sentence of this paragraph. None of the Trustee, the Securities
        Administrator or the Master Servicer shall be required to monitor, determine
        or
        inquire as to compliance with the transfer restrictions with respect to any
        ERISA Restricted Certificate that is a Book-Entry Certificate, and none of
        the
        Trustee, the Securities Administrator or the Master Servicer shall have any
        liability for transfers of any such Book-Entry Certificates made through
        the
        book-entry facilities of any Depository or between or among participants
        of the
        Depository or Certificate Owners made in violation of the transfer restrictions
        set forth herein. None of the Trustee, the Securities Administrator or the
        Master Servicer shall be under any liability to any Person for any registration
        of transfer of any ERISA Restricted Certificate that is in fact not permitted
        by
        this Section 7.02(b) or for making any payments due on such Certificate to
        the
        Holder thereof or taking any other action with respect to such Holder under
        the
        provisions of this Agreement. The Trustee and the Securities Administrator
        shall
        each be entitled, but not obligated, to recover from any Holder of any ERISA
        Restricted Certificate that was in fact an employee benefit plan subject
        to
        Section 406 of ERISA or a plan subject to Section 4975 of the Code or a Person
        acting on behalf of any such plan at the time it became a Holder or, at such
        subsequent time as it became such a plan or Person acting on behalf of such
        a
        plan, all payments made on such ERISA Restricted Certificate at and after
        either
        such time. Any such payments so recovered by the Trustee or the Securities
        Administrator shall be paid and delivered by the Trustee or the Securities
        Administrator to the last preceding Holder of such Certificate that is not
        such
        a plan or Person acting on behalf of a plan.

       

      Each
        beneficial owner of a Class I-M, Class I-B, Class II-B-1, Class II-B-2 and
        Class
        II-B-3 Certificate or any interest therein shall be deemed to have represented,
        by virtue of its acquisition or holding of that certificate or interest therein,
        that either (i) it is not a Plan or investing with “Plan Assets”, (ii) it has
        acquired and is holding such certificate in reliance on the Exemption, and
        that
        it understands that there are certain conditions to the availability of the
        Exemption, including that the certificate must be rated, at the time of
        purchase, not lower than “BBB-”(or its equivalent) by S&P, Fitch Ratings or
        Moody’s, and the certificate is so rated or (iii) (1) it is an insurance
        company, (2) the source of funds used to acquire or hold the certificate
        or
        interest therein is an “insurance company general account,” as such term is
        defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (3) the
        conditions in Sections I and III of PTCE 95-60 have been satisfied.

       

      (c)  Each
        Person who has or who acquires any Ownership Interest in a Residual Certificate
        shall be deemed by the acceptance or acquisition of such Ownership Interest
        to
        have agreed to be bound by the following provisions, and the rights of each
        Person acquiring any Ownership Interest in a Residual Certificate are expressly
        subject to the following provisions:

       

      (i)  Each
        Person holding or acquiring any Ownership Interest in a Residual Certificate
        shall be a Permitted Transferee and shall promptly notify the Securities
        Administrator of any change or impending change in its status as a Permitted
        Transferee.

       

      (ii)  No
        Ownership Interest in a Residual Certificate may be registered on the Closing
        Date or thereafter transferred, and the Securities
        Administrator
        shall
        not register the Transfer of any Residual Certificate unless, in addition
        to the
        certificates required to be delivered to the Securities
        Administrator
        under
        subparagraph (b) above, the Securities
        Administrator
        shall
        have been furnished with an affidavit (a “Transfer Affidavit”) of the initial
        owner or the proposed transferee in the form attached hereto as Exhibit
        C.

       

      (iii)  Each
        Person holding or acquiring any Ownership Interest in a Residual Certificate
        shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
        such Person attempts to Transfer its Ownership Interest in a Residual
        Certificate, (B) to obtain a Transfer Affidavit from any Person for whom
        such
        Person is acting as nominee, trustee or agent in connection with any Transfer
        of
        a Residual Certificate and (C) not to Transfer its Ownership Interest in
        a
        Residual Certificate or to cause the Transfer of an Ownership Interest in
        a
        Residual Certificate to any other Person if it has actual knowledge that
        such
        Person is not a Permitted Transferee.

       

      (iv)  Any
        attempted or purported Transfer of any Ownership Interest in a Residual
        Certificate in violation of the provisions of this Section 7.02(c) shall
        be
        absolutely null and void and shall vest no rights in the purported Transferee.
        If any purported transferee shall become a Holder of a Residual Certificate
        in
        violation of the provisions of this Section 7.02(c), then the last preceding
        Permitted Transferee shall be restored to all rights as Holder thereof
        retroactive to the date of registration of Transfer of such Residual
        Certificate. Neither the Trustee nor the Securities Administrator shall be
        under
        any liability to any Person for any registration of Transfer of a Residual
        Certificate that is in fact not permitted by Section 7.02(b) and this Section
        7.02(c) or for making any payments due on such Certificate to the Holder
        thereof
        or taking any other action with respect to such Holder under the provisions
        of
        this Agreement so long as the Transfer was registered after receipt of the
        related Transfer Affidavit. The Securities
        Administrator
        shall be
        entitled but not obligated to recover from any Holder of a Residual Certificate
        that was in fact not a Permitted Transferee at the time it became a Holder
        or,
        at such subsequent time as it became other than a Permitted Transferee, all
        payments made on such Residual Certificate at and after either such time.
        Any
        such payments so recovered by the Securities Administrator shall be paid
        and
        delivered by the Securities Administrator to the last preceding Permitted
        Transferee of such Certificate.

       

      (v)  The
        Master Servicer shall make available within 60 days of written request from
        the
Securities
        Administrator,
        all
        information necessary to compute any tax imposed under Section 860E(e) of
        the
        Code as a result of a Transfer of an Ownership Interest in a Residual
        Certificate to any Holder who is not a Permitted Transferee.

       

      The
        restrictions on Transfers of a Residual Certificate set forth in this Section
        7.02(c) shall cease to apply (and the applicable portions of the legend on
        a
        Residual Certificate may be deleted) with respect to Transfers occurring
        after
        delivery to the Securities Administrator and the Insurer of an Opinion of
        Counsel addressed to the Securities Administrator and the Insurer, which
        Opinion
        of Counsel shall not be an expense of the Trustee, the Securities Administrator,
        the Sponsor, the Insurer or the Master Servicer to the effect that the
        elimination of such restrictions will not cause REMIC I, REMIC II or REMIC
        III,
        as applicable, to fail to qualify as a REMIC at any time that the Certificates
        are outstanding or result in the imposition of any tax on the Trust Fund,
        a
        Certificateholder or another Person. Each Person holding or acquiring any
        Ownership Interest in a Residual Certificate hereby consents to any amendment
        of
        this Agreement that, based on an Opinion of Counsel addressed to the Securities
        Administrator and the Insurer and furnished to the Securities Administrator
        and
        the Certificate Insurer, is reasonably necessary (a) to ensure that the record
        ownership of, or any beneficial interest in, a Residual Certificate is not
        transferred, directly or indirectly, to a Person that is not a Permitted
        Transferee and (b) to provide for a means to compel the Transfer of a Residual
        Certificate that is held by a Person that is not a Permitted Transferee to
        a
        Holder that is a Permitted Transferee.

       

      (d)  The
        preparation and delivery of all certificates and opinions referred to above
        in
        this Section 7.02 shall not be an expense of the Trust Fund, the Trustee,
        the
        Depositor, the Sponsor, the Securities Administrator or the Master
        Servicer.

       

      (e)  Subject
        to Subsection 7.02(i), so long as a Global Certificate of such Class is
        outstanding and is held by or on behalf of the Depository, transfers of
        beneficial interests in such Global Certificate, or transfers by holders
        of
        Individual Certificates of such Class to transferees that take delivery in
        the
        form of beneficial interests in the Global Certificate, may be made only
        in
        accordance with Subsection 7.02(b) and in accordance with the rules of the
        Depository:

       

      (i)  In
        the
        case of a beneficial interest in the Global Certificate being transferred
        to an
        Institutional Accredited Investor, such transferee shall be required to take
        delivery in the form of an Individual Certificate or Certificates and the
        Securities Administrator shall register such transfer only upon compliance
        with
        the provisions of Subsection 7.02(b).

       

      (ii)  In
        the
        case of a beneficial interest in a Class of Global Certificates being
        transferred to a transferee that takes delivery in the form of an Individual
        Certificate or Certificates of such Class, except as set forth in clause
        (i)
        above, the Securities Administrator shall register such transfer only upon
        compliance with the provisions of Subsection 7.02(b).

       

      (iii)  In
        the
        case of an Individual Certificate of a Class being transferred to a transferee
        that takes delivery in the form of a beneficial interest in a Global Certificate
        of such Class, the Securities Administrator shall register such transfer
        if the
        transferee has provided the Securities Administrator with a Rule 144A and
        Related Matters Certificate or comparable evidence as to its QIB
        status.

       

      (iv)  No
        restrictions shall apply with respect to the transfer or registration of
        transfer of a beneficial interest in the Global Certificate of a Class to
        a
        transferee that takes delivery in the form of a beneficial interest in the
        Global Certificate of such Class; provided that each such transferee shall
        be
        deemed to have made such representations and warranties contained in the
        Rule
        144A and Related Matters Certificate as are sufficient to establish that
        it is a
        QIB.

       

      (f)  Subject
        to Subsection 7.02(h), an exchange of a beneficial interest in a Global
        Certificate of a Class for an Individual Certificate or Certificates of such
        Class, an exchange of an Individual Certificate or Certificates of a Class
        for a
        beneficial interest in the Global Certificate of such Class and an exchange
        of
        an Individual Certificate or Certificates of a Class for another Individual
        Certificate or Certificates of such Class (in each case, whether or not such
        exchange is made in anticipation of subsequent transfer, and, in the case
        of the
        Global Certificate of such Class, so long as such Certificate is outstanding
        and
        is held by or on behalf of the Depository) may be made only in accordance
        with
        this Subsection 7.02(e) and in accordance with the rules of the
        Depository:

       

      (i)  A
        holder
        of a beneficial interest in a Global Certificate of a Class may at any time
        exchange such beneficial interest for an Individual Certificate or Certificates
        of such Class.

       

      (ii)  A
        holder
        of an Individual Certificate or Certificates of a Class may exchange such
        Certificate or Certificates for a beneficial interest in the Global Certificate
        of such Class if such holder furnishes to the Securities Administrator a
        Rule
        144A and Related Matters Certificate or comparable evidence as to its QIB
        status.

       

      (iii)  A
        holder
        of an Individual Certificate of a Class may exchange such Certificate for
        an
        equal aggregate principal amount of Individual Certificates of such Class
        in
        different authorized denominations without any certification.

       

      (g)  (i)Upon
        acceptance for exchange or transfer of an Individual Certificate of a Class
        for
        a beneficial interest in a Global Certificate of such Class as provided herein,
        the Securities Administrator shall cancel such Individual Certificate and
        shall
        (or shall request the Depository to) endorse on the schedule affixed to the
        applicable Global Certificate (or on a continuation of such schedule affixed
        to
        the Global Certificate and made a part thereof) or otherwise make in its
        books
        and records an appropriate notation evidencing the date of such exchange
        or
        transfer and an increase in the certificate balance of the Global Certificate
        equal to the certificate balance of such Individual Certificate exchanged
        or
        transferred therefor.

       

      (ii)  Upon
        acceptance for exchange or transfer of a beneficial interest in a Global
        Certificate of a Class for an Individual Certificate of such Class as provided
        herein, the Securities
        Administrator shall
        (or
        shall request the Depository to) endorse on the schedule affixed to such
        Global
        Certificate (or on a continuation of such schedule affixed to such Global
        Certificate and made a part thereof) or otherwise make in its books and records
        an appropriate notation evidencing the date of such exchange or transfer
        and a
        decrease in the certificate balance of such Global Certificate equal to the
        certificate balance of such Individual Certificate issued in exchange therefor
        or upon transfer thereof.

       

      (h)  Any
        Individual Certificate issued in exchange for or upon transfer of another
        Individual Certificate or of a beneficial interest in a Global Certificate
        shall
        bear the applicable legends set forth in Exhibit A-2.

       

      (i)  Subject
        to the restrictions on transfer and exchange set forth in this Section 7.02,
        the
        holder of any Individual Certificate may transfer or exchange the same in
        whole
        or in part (in an initial certificate balance equal to the minimum authorized
        denomination set forth in Section 7.01 above or any integral multiple of
        $1.00
        in excess thereof) by surrendering such Certificate at the Corporate Trust
        Office, or at the office of any transfer agent, together with an executed
        instrument of assignment and transfer satisfactory in form and substance
        to the
        Securities Administrator and the Securities Administrator in the case of
        transfer and a written request for exchange in the case of exchange. The
        holder
        of a beneficial interest in a Global Certificate may, subject to the rules
        and
        procedures of the Depository, cause the Depository (or its nominee) to notify
        the Securities Administrator and the Securities Administrator in writing
        of a
        request for transfer or exchange of such beneficial interest for an Individual
        Certificate or Certificates. Following a proper request for transfer or
        exchange, the Securities Administrator shall, within five Business Days of
        such
        request made at the Corporate Trust Office, sign, countersign and deliver
        at the
        Corporate Trust Office, to the transferee (in the case of transfer) or holder
        (in the case of exchange) or send by first class mail at the risk of the
        transferee (in the case of transfer) or holder (in the case of exchange)
        to such
        address as the transferee or holder, as applicable, may request, an Individual
        Certificate or Certificates, as the case may require, for a like aggregate
        Percentage Interest and in such authorized denomination or denominations
        as may
        be requested. The presentation for transfer or exchange of any Individual
        Certificate shall not be valid unless made at the Corporate Trust Office
        by the
        registered holder in person, or by a duly authorized
        attorney-in-fact.

       

      Neither
        the Trustee nor the Securities Administrator nor the Master Servicer shall
        be
        required to monitor, determine or inquire as to compliance with the transfer
        restrictions with respect to the Global Certificates. Any attempted or purported
        transfer of any Certificate in violation of the provisions of Subsections
        (a) or
        (b) above shall be void ab initio and such Certificate shall be considered to
        have been held continuously by the prior permitted Certificateholder. Any
        transferor of any Certificate in violation of such provisions, shall indemnify
        and hold harmless the Trustee, the Securities Administrator and the Master
        Servicer from and against any and all liabilities, claims, costs or expenses
        incurred by the Securities Administrator, the Trustee or the Master Servicer
        as
        a result of such attempted or purported transfer. Neither the Trustee nor
        the
        Securities Administrator shall have any liability for transfer of any such
        Global Certificates in or through book-entry facilities of any Depository
        or
        between or among Depository Participants or Certificate Owners made in violation
        of the transfer restrictions set forth herein.

       

      Section
        7.03  Mutilated,
        Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate
        is
        surrendered to the Securities Administrator, or the Securities Administrator
        receives evidence to its satisfaction of the destruction, loss or theft of
        any
        Certificate and of the ownership thereof and (b) there is delivered to the
        Securities Administrator and the Securities Administrator (and with respect
        to
        any Class I-A-2 Certificates, to the Insurer) such security or indemnity
        as may
        be required by them to save each of them harmless, then, in the absence of
        notice to the Securities Administrator that such Certificate has been acquired
        by a bona fide purchaser, the Securities Administrator shall execute,
        authenticate and deliver, in exchange for or in lieu of any such mutilated,
        destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
        and Percentage Interest. In connection with the issuance of any new Certificate
        under this Section 7.03, the Securities Administrator may require the payment
        of
        a sum sufficient to cover any tax or other governmental charge that may be
        imposed in relation thereto and any other expenses (including the fees and
        expenses of the Securities Administrator) connected therewith. Any replacement
        Certificate issued pursuant to this Section 7.03 shall constitute complete
        and
        indefeasible evidence of ownership in the Trust Fund, as if originally issued,
        whether or not the lost, stolen or destroyed Certificate shall be found at
        any
        time. All Certificates surrendered to the Securities Administrator under
        the
        terms of this Section 7.03 shall be canceled and destroyed by the Securities
        Administrator in accordance with its standard procedures without liability
        on
        its part.

       

      Section
        7.04  Persons
        Deemed Owners. The Securities Administrator, the Trustee, the Insurer and
        any
        agent of the Securities Administrator, the Trustee or the Insurer may treat
        the
        person in whose name any Certificate is registered as the owner of such
        Certificate for the purpose of receiving distributions as provided in this
        Agreement and for all other purposes whatsoever, and neither the Securities
        Administrator, the Trustee, the Insurer nor any agent of the Securities
        Administrator, the Trustee or the Insurer shall be affected by any notice
        to the
        contrary.

       

      Section
        7.05  Access
        to
        List of Certificateholders’ Names and Addresses. If three or more
        Certificateholders (a) request such information in writing from the Securities
        Administrator, (b) state that such Certificateholders desire to communicate
        with
        other Certificateholders with respect to their rights under this Agreement
        or
        under the Certificates, and (c) provide a copy of the communication that
        such
        Certificateholders propose to transmit or if the Depositor, the Insurer or
        the
        Master Servicer shall request such information in writing from the Securities
        Administrator, then the Securities Administrator shall, within ten Business
        Days
        after the receipt of such request, provide the Depositor, the Insurer, the
        Master Servicer or such Certificateholders at such recipients’ expense the most
        recent list of the Certificateholders of the Trust Fund held by the Securities
        Administrator, if any. The Depositor and every Certificateholder, by receiving
        and holding a Certificate, agree that the Securities Administrator shall
        not be
        held accountable by reason of the disclosure of any such information as to
        the
        list of the Certificateholders hereunder, regardless of the source from which
        such information was derived.

       

      Section
        7.06  Book-Entry
        Certificates. The Offered Certificates, upon original issuance, shall be
        issued
        in the form of one or more typewritten Certificates representing the Book-Entry
        Certificates, to be delivered to the Depository by or on behalf of the
        Depositor. Such Certificates shall initially be registered on the Certificate
        Register in the name of the Depository or its nominee, and no Certificate
        Owner
        of such Certificates will receive a definitive certificate representing such
        Certificate Owner’s interest in such Certificates, except as provided in Section
        7.08. Unless and until definitive, fully registered Certificates (“Definitive
        Certificates”) have been issued to the Certificate Owners of such Certificates
        pursuant to Section 7.08:

       

      (a)  the
        provisions of this Section shall be in full force and effect;

       

      (b)  the
        Depositor, the Securities Administrator and the Trustee may deal with the
        Depository and the Depository Participants for all purposes (including the
        making of distributions) as the authorized representative of the respective
        Certificate Owners of such Certificates;

       

      (c)  registration
        of the Book-Entry Certificates may not be transferred by the Securities
        Administrator except to another Depository;

       

      (d)  the
        rights of the respective Certificate Owners of such Certificates shall be
        exercised only through the Depository and the Depository Participants and
        shall
        be limited to those established by law and agreements between the Owners
        of such
        Certificates and the Depository and/or the Depository Participants. Pursuant
        to
        the Depository Agreement, unless and until Definitive Certificates are issued
        pursuant to Section 7.08, the Depository will make book-entry transfers among
        the Depository Participants and receive and transmit distributions of principal
        and interest on the related Certificates to such Depository
        Participants;

       

      (e)  the
        Depository may collect its usual and customary fees, charges and expenses
        from
        its Depository Participants;

       

      (f)  the
        Securities
        Administrator
        may rely
        and shall be fully protected in relying upon information furnished by the
        Depository with respect to its Depository Participants; and

       

      (g)  to
        the
        extent that the provisions of this Section conflict with any other provisions
        of
        this Agreement, the provisions of this Section shall control.

       

      For
        purposes of any provision of this Agreement requiring or permitting actions
        with
        the consent of, or at the direction of, Certificateholders evidencing a
        specified percentage of the aggregate unpaid principal amount of any Class
        of
        Certificates, such direction or consent may be given by Certificate Owners
        (acting through the Depository and the Depository Participants) owning
        Book-Entry Certificates evidencing the requisite percentage of principal
        amount
        of such Class of Certificates.

       

      The
        Private Certificates shall initially be held in fully registered certificated
        form. If at any time the Holders of all of the Certificates of one or more
        such
        Classes request that the Securities Administrator cause such Class to become
        Global Certificates, the Depositor (with the assistance of the Securities
        Administrator) will take such action as may be reasonably required to cause
        the
        Depository to accept such Class or Classes for trading if it may legally
        be so
        traded. If at anytime there are to be Global Certificates, the Global
        Certificates shall be delivered to the Depository by the Depositor or deposited
        with the Securities Administrator as custodian for the Depository.

       

      All
        transfers by Certificate Owners of such respective Classes of Book-Entry
        Certificates and any Global Certificates shall be made in accordance with
        the
        procedures established by the Depository Participant or brokerage firm
        representing such Certificate Owners. Each Depository Participant shall only
        transfer Book-Entry Certificates of Certificate Owners it represents or of
        brokerage firms for which it acts as agent in accordance with the Depository’s
        normal procedures.

       

      Section
        7.07  Notices
        to Depository. Whenever any notice or other communication is required to
        be
        given to Certificateholders of a Class with respect to which Book-Entry
        Certificates have been issued, unless and until Definitive Certificates shall
        have been issued to the related Certificate Owners, the Securities Administrator
        shall give all such notices and communications to the Depository.

       

      Section
        7.08  Definitive
        Certificates. If, after Book-Entry Certificates have been issued with respect
        to
        any Certificates, (a) the Depositor or the Depository advises the Securities
        Administrator that the Depository is no longer willing or able to discharge
        properly its responsibilities under the Depository Agreement with respect
        to
        such Certificates and the Depositor is unable to locate a qualified successor,
        (b) the Depositor, at its sole option, advises the Securities Administrator
        that
        it elects to terminate the book-entry system with respect to such Certificates
        through the Depository or (c) after the occurrence and continuation of an
        Event
        of Default, Certificate Owners of such Book-Entry Certificates having not
        less
        than 51% of the Voting Rights evidenced by any Class of Book-Entry Certificates
        advise the Securities Administrator and the Depository in writing through
        the
        Depository Participants that the continuation of a book-entry system with
        respect to Certificates of such Class through the Depository (or its successor)
        is no longer in the best interests of the Certificate Owners of such Class,
        then
        the Securities Administrator shall notify all Certificate Owners of such
        Certificates, through the Depository, of the occurrence of any such event
        and of
        the availability of Definitive Certificates to applicable Certificate Owners
        requesting the same. The Depositor shall provide the Securities Administrator
        with an adequate inventory of certificates to facilitate the issuance and
        transfer of Definitive Certificates. Upon surrender to the Securities
        Administrator of any such Certificates by the Depository, accompanied by
        registration instructions from the Depository for registration, the Securities
        Administrator shall countersign and deliver such Definitive Certificates.
        Neither the Depositor nor the Securities Administrator shall be liable for
        any
        delay in delivery of such instructions and each may conclusively rely on,
        and
        shall be protected in relying on, such instructions. Upon the issuance of
        such
        Definitive Certificates, all references herein to obligations imposed upon
        or to
        be performed by the Depository shall be deemed to be imposed upon and performed
        by the Securities Administrator, to the extent applicable with respect to
        such
        Definitive Certificates and the Trustee and the Securities Administrator
        shall
        recognize the Holders of such Definitive Certificates as Certificateholders
        hereunder.

       

      Section
        7.09  Maintenance
        of Office or Agency. The Securities Administrator will maintain or cause
        to be
        maintained at its expense an office or offices or agency or agencies at Wells
        Fargo Bank, National Association, Sixth Street and Marquette Avenue,
        Minneapolis, Minnesota 55479 where Certificates may be surrendered for
        registration of transfer or exchange. The Securities Administrator will give
        prompt written notice to the Certificateholders and the Insurer of any change
        in
        such location of any such office or agency.

       

       

       

      ARTICLE
        VIII


      THE
        COMPANY AND THE MASTER SERVICER

       

      Section
        8.01  Liabilities
        of the Depositor, the Company and the Master Servicer. Each of the Depositor,
        the Company and the Master Servicer shall be liable in accordance herewith
        only
        to the extent of the obligations specifically imposed upon and undertaken
        by it
        herein.

       

      Section
        8.02  Merger
        or
        Consolidation of the Depositor, the Company or the Master Servicer. 

       

      (a)  Each
        of
        the Depositor, the Company and the Master Servicer will keep in full force
        and
        effect its existence, rights and franchises as a corporation under the laws
        of
        the state of its incorporation, and will obtain and preserve its qualification
        to do business as a foreign corporation in each jurisdiction in which such
        qualification is or shall be necessary to protect the validity and
        enforceability of this Agreement and the other Transaction Documents to which
        it
        is a party, the Certificates or any of the Mortgage Loans and to perform
        its
        duties under this Agreement and the other Transaction Documents to which
        it is a
        party.

       

      (b)  Any
        Person into which the Depositor, the Company or the Master Servicer may be
        merged or consolidated, or any corporation resulting from any merger or
        consolidation to which the Depositor, the Company or the Master Servicer
        shall
        be a party, or any Person succeeding to the business of the Depositor, the
        Company or the Master Servicer, shall be the successor of the Depositor,
        the
        Company or the Master Servicer hereunder, without the execution or filing
        of any
        paper or further act on the part of any of the parties hereto, anything herein
        to the contrary notwithstanding.

       

      Section
        8.03  Indemnification
        of the Trustee, the Master Servicer and the Securities
        Administrator. 

       

      (a)  The
        Master Servicer agrees to indemnify the Indemnified Persons for, and to hold
        them harmless against, any loss, liability or expense (including reasonable
        legal fees and disbursements of counsel) incurred on their part that may
        be
        sustained in connection with, arising out of, or relating to, any claim or
        legal
        action (including any pending or threatened claim or legal action) relating
        to
        this Agreement, including the powers of attorney delivered pursuant to Sections
        4.01 and 4.05 hereof, the Assignment Agreements, the Custodial Agreement
        or the
        Certificates (i) related to the Master Servicer’s failure to perform its duties
        in compliance with this Agreement (except as any such loss, liability or
        expense
        shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred
        by
        reason of the Master Servicer’s willful misfeasance, bad faith or gross
        negligence in the performance of duties hereunder or by reason of reckless
        disregard of obligations and duties hereunder, provided, in each case, that
        with
        respect to any such claim or legal action (or pending or threatened claim
        or
        legal action), the Trustee shall have given the Master Servicer and the Sponsor
        written notice thereof promptly after a responsible officer of the Trustee
        shall
        have with respect to such claim or legal action actual knowledge thereof;
        provided, however, the failure to give such notice shall not relieve the
        Master
        Servicer of its indemnification obligations hereunder. This indemnity shall
        survive the resignation or removal of the Trustee, Master Servicer or the
        Securities Administrator and the termination of this Agreement.

       

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

       

      (c)  The
        Sponsor will indemnify any Indemnified Person for any loss, liability or
        expense
        of any Indemnified Person not otherwise paid or covered pursuant to Subsections
        (a) or (b) above.

       

      Section
        8.04  Limitations
        on Liability of the Depositor, the Company, the Master Servicer and Others.
        Subject to the obligation of the Sponsor, the Company and the Master Servicer
        to
        indemnify the Indemnified Persons pursuant to Section 8.03:

       

      (a)  Neither
        the Depositor, the Company, the Master Servicer nor any of the directors,
        officers, employees or agents of the Depositor, the Company and the Master
        Servicer shall be under any liability to the Indemnified Persons, the Trust
        Fund
        or the Certificateholders for taking any action or for refraining from taking
        any action in good faith pursuant to this Agreement, or for errors in judgment;
        provided, however, that this provision shall not protect the Depositor, the
        Company, the Master Servicer or any such Person against any breach of warranties
        or representations made herein or any liability which would otherwise be
        imposed
        by reason of such Person’s willful misfeasance, bad faith or gross negligence in
        the performance of duties or by reason of reckless disregard of obligations
        and
        duties hereunder.

       

      (b)  The
        Depositor, the Company, the Master Servicer and any director, officer, employee
        or agent of the Depositor, the Company and the Master Servicer may rely in
        good
        faith on any document of any kind prima facie properly executed and submitted
        by
        any Person respecting any matters arising hereunder.

       

      (c)  The
        Depositor, the Company, the Master Servicer the Securities Administrator,
        the
        Trustee, the Custodian and any director, officer, employee or agent of the
        Depositor, the Company, the Master Servicer, the Securities Administrator,
        the
        Trustee or the Custodian and the Certificate Insurer shall be indemnified
        by the
        Trust and held harmless thereby against any loss, liability or expense
        (including reasonable legal fees and disbursements of counsel) incurred on
        their
        part that may be sustained in connection with, arising out of, or related
        to,
        any claim or legal action (including any pending or threatened claim or legal
        action) relating to this Agreement, the Assignment Agreements, the Custodial
        Agreement, the Certificates or the Servicing Agreements (except with respect
        to
        the Master Servicer only, to the extent that the Master Servicer is indemnified
        by the Company under this Agreement or by the related Servicer under the
        related
        Servicing Agreement), other than (i) any such loss, liability or expense
        related
        to the Company’s or the Master Servicer’s failure to perform its respective
        duties in compliance with this Agreement (except as any such loss, liability
        or
        expense shall be otherwise reimbursable pursuant to this Agreement), or to
        the
        Custodian’s failure to perform its duties under the Custodial Agreement, or (ii)
        any such loss, liability or expense incurred by reason of the Company’s, the
        Master Servicer’s or the Custodian’s willful misfeasance, bad faith or gross
        negligence in the performance of duties hereunder or under the Custodial
        Agreement, as applicable, or by reason of reckless disregard of obligations
        and
        duties hereunder or under the Custodial Agreement, as applicable.

       

      (d)  Neither
        the Depositor, the Company nor the Master Servicer shall be under any obligation
        to appear in, prosecute or defend any legal action that is not incidental
        to its
        duties under this Agreement and that in its opinion may involve it in any
        expense or liability; provided, however, the Master Servicer may in its
        discretion, with the consent of the Trustee (which consent shall not be
        unreasonably withheld), undertake any such action which it may deem necessary
        or
        desirable with respect to this Agreement and the rights and duties of the
        parties hereto and the interests of the Certificateholders hereunder. In
        such
        event, the legal expenses and costs of such action and any liability resulting
        therefrom shall be expenses, costs and liabilities of the Trust Fund, and
        the
        Master Servicer shall be entitled to be reimbursed therefor out of the
        Distribution Account as provided by Section 5.08. Nothing in this Subsection
        8.04(d) shall affect the Master Servicer’s obligation to supervise, or to take
        such actions as are necessary to ensure, the servicing and administration
        of the
        Mortgage Loans pursuant to Subsection 4.01(a).

       

      (e)  In
        taking
        or recommending any course of action pursuant to this Agreement, unless
        specifically required to do so pursuant to this Agreement, the Master Servicer
        shall not be required to investigate or make recommendations concerning
        potential liabilities which the Trust might incur as a result of such course
        of
        action by reason of the condition of the Mortgaged Properties but shall give
        notice to the Trustee if it has notice of such potential
        liabilities.

       

      (f)  The
        Master Servicer shall not be liable for any acts or omissions of the Company
        or
        the Servicers, except as otherwise expressly provided herein.

       

      Section
        8.05  Master
        Servicer and Company Not to Resign. (a) Except as provided in Section 8.07,
        the
        Master Servicer shall not resign from the obligations and duties hereby imposed
        on it except (i) with the prior written consent of the Trustee and the Insurer
        (which consent shall not be unreasonably withheld) or (ii) upon a determination
        that any such duties hereunder are no longer permissible under applicable
        law
        and such impermissibility cannot be cured. Any such determination permitting
        the
        resignation of the Master Servicer shall be evidenced by an Opinion of Counsel
        to such effect, addressed to and delivered to, the Trustee and the Insurer.
        No
        such resignation by the Master Servicer shall become effective until EMC
        or the
        Trustee or a successor to the Master Servicer reasonably satisfactory to
        the
        Trustee and the Certificate Insurer shall have assumed the responsibilities
        and
        obligations of the Master Servicer in accordance with Section 9.02 hereof.
        The
        Trustee shall notify the Rating Agencies and the Certificate Insurer of the
        resignation of the Master Servicer.

       

      (b)  The
        Company shall not resign from the obligations and duties hereby imposed on
        it
        except (i) upon the assignment of its servicing duties with respect to all
        or a
        portion of the EMC Mortgage Loans to an institution that is a Fannie Mae
        and
        Freddie Mac approved seller/servicer in good standing that has a net worth
        of
        not less than $10,000,000 and with the prior written consent of the Master
        Servicer (which consent shall not be unreasonably withheld) or (ii) upon
        the
        determination that its duties hereunder are no longer permissible under
        applicable law and such incapacity cannot be cured by the Company. Any
        determination permitting the resignation of the Company shall be evidenced
        by an
        Opinion of Counsel to such effect addressed to and delivered, to the Master
        Servicer, the Insurer and the Trustee which Opinion of Counsel shall be in
        form
        and substance acceptable to the Master Servicer, the Insurer and the Trustee.
        No
        appointment of a successor to the Company shall be effective hereunder unless
        (a) the Rating Agencies have confirmed in writing that such appointment will
        not
        result in a downgrade, qualification or withdrawal of the then current ratings
        assigned to the Certificates without regard to the Policy, (b) such successor
        shall have represented that it is meets the eligibility criteria set forth
        in
        clause (i) above and (c) such successor has agreed to assume the obligations
        of
        the Company hereunder to the extent of the EMC Mortgage Loans to be serviced
        by
        such successor. The Company shall provide a copy of the written confirmation
        of
        the Rating Agencies and the agreement executed by such successor to the Master
        Servicer and the Trustee. No such resignation shall become effective until
        a
        Qualified Successor or the Master Servicer shall have assumed the Company’s
        responsibilities and obligations hereunder. The Company shall notify the
        Master
        Servicer, the Trustee, the Insurer and the Rating Agencies of the resignation
        of
        the Company or the assignment of all or a portion of its servicing duties
        hereunder in accordance with this Section 8.05.

       

      Section
        8.06  Successor
        Master Servicer. In connection with the appointment of any successor Master
        Servicer or the assumption of the duties of the Master Servicer, EMC or the
        Trustee may make such arrangements for the compensation of such successor
        master
        servicer out of payments on the Mortgage Loans as EMC or the Trustee and
        such
        successor master servicer shall agree. If the successor master servicer does
        not
        agree that such market value is a fair price, such successor master servicer
        shall obtain two quotations of market value from third parties actively engaged
        in the servicing of single-family mortgage loans. In no event shall the
        compensation of any successor master servicer exceed that permitted the Master
        Servicer without the consent of the Insurer and all of the
        Certificateholders.

       

      Section
        8.07  Sale
        and
        Assignment of Master Servicing. The Master Servicer may sell and assign its
        rights and delegate its duties and obligations in its entirety as Master
        Servicer under this Agreement and EMC may terminate the Master Servicer without
        cause and select a new Master Servicer; provided, however, that: (i) the
        purchaser or transferee accepting such assignment and delegation (a) shall
        be a
        Person which (or an Affiliate thereof the primary business of which is the
        servicing of conventional residential mortgage loans) shall be qualified
        to
        service mortgage loans for Fannie Mae or Freddie Mac; (b) shall have a net
        worth
        of not less than $10,000,000 (unless otherwise approved by each Rating Agency
        pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the
        Trustee and the Insurer (as evidenced in a writing signed by the Trustee
        and the
        Insurer); and (d) shall execute and deliver to the Trustee and the Insurer
        an
        agreement, in form and substance reasonably satisfactory to the Trustee and
        the
        Insurer, which contains an assumption by such Person of the due and punctual
        performance and observance of each covenant and condition to be performed
        or
        observed by it as master servicer under this Agreement, any custodial agreement
        from and after the effective date of such agreement; (ii) each Rating Agency
        and
        the Insurer shall be given prior written notice of the identity of the proposed
        successor to the Master Servicer and each Rating Agency’s rating of the
        Certificates in effect immediately prior to such assignment, sale and delegation
        will not be downgraded, qualified or withdrawn as a result of such assignment,
        sale and delegation (determined without regard to the Policy), as evidenced
        by a
        letter to such effect delivered to the Master Servicer and the Trustee and
        the
        Insurer; (iii) the Master Servicer assigning and selling the master servicing
        shall deliver to the Trustee and the Insurer an Officer’s Certificate and an
        Opinion of Counsel addressed to the Trustee and the Insurer, each stating
        that
        all conditions precedent to such action under this Agreement have been completed
        and such action is permitted by and complies with the terms of this Agreement;
        and (iv) in the event the Master Servicer is terminated without cause by
        EMC,
        EMC shall pay, from its own funds and without any right of reimbursement,
        the
        terminated Master Servicer a termination fee equal to 0.25% of the aggregate
        Stated Principal Balance of the Mortgage Loans at the time the master servicing
        of the Mortgage Loans is transferred to the successor Master Servicer. No
        such
        assignment or delegation shall affect any liability of the Master Servicer
        arising prior to the effective date thereof.

       

       

       

      ARTICLE
        IX


      DEFAULT;
        TERMINATION OF MASTER SERVICER;

      TERMINATION
        OF COMPANY

       

      Section
        9.01  Events
        of
        Default. “Event of Default,” wherever used herein, means any one of the
        following events:

       

      (i)  any
        failure by the Master Servicer to remit to the Securities Administrator any
        amounts received or collected by the Master Servicer in respect of the Mortgage
        Loans and required to be remitted by it (other than any Advance) pursuant
        to
        this Agreement, which failure shall continue unremedied for one Business
        Day
        after the date on which written notice of such failure shall have been given
        to
        the Master Servicer by the Trustee or the Depositor, or to the Trustee and
        the
        Master Servicer by the Holders of Certificates evidencing not less than 25%
        of
        the Voting Rights evidenced by the Certificates; or

       

      (ii)  any
        failure by the Master Servicer to observe or perform in any material respect
        any
        other of the covenants or agreements on the part of the Master Servicer
        contained in this Agreement or any breach of a representation or warranty
        by the
        Master Servicer, which failure or breach shall continue unremedied for a
        period
        of 60 days after the date on which written notice of such failure shall have
        been given to Master Servicer by the Trustee or the Depositor, or to the
        Trustee
        and the Master Servicer by the Holders of Certificates evidencing not less
        than
        25% of the Voting Rights evidenced by the Certificates; or

       

      (iii)  a
        decree
        or order of a court or agency or supervisory authority having jurisdiction
        in
        the premises for the appointment of a receiver or liquidator in any insolvency,
        readjustment of debt, marshalling of assets and liabilities or similar
        proceedings, or for the winding-up or liquidation of its affairs, shall have
        been entered against the Master Servicer and such decree or order shall have
        remained in force undischarged or unstayed for a period of 60 consecutive
        days;
        or

       

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

       

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

       

      (vi)  the
        Master Servicer assigns or delegates its duties or rights under this Agreement
        in contravention of the provisions permitting such assignment or delegation
        under Sections 8.05 or 8.07; or

       

      (vii)  The
        Master Servicer fails to deposit, or cause to be deposited, in the Distribution
        Account any Advance required to be made by the Master Servicer (other than
        a
        Nonrecoverable Advance) by 5:00 p.m. New York City time on the Business Day
        prior to the related Distribution Date.

       

      If
        an
        Event of Default shall occur, then, and in each and every such case, so long
        as
        such Event of Default shall not have been remedied, the Trustee may, and
        at the
        direction of the Holders of Certificates evidencing not less than 25% of
        the
        Voting Rights evidenced by the Certificates, the Trustee shall, by notice
        in
        writing to the Master Servicer,
        with a
        copy to the Rating Agencies and the Insurer, and with the consent of the
        Company, may terminate all of the rights and obligations (but not the
        liabilities)
        of the
        Master Servicer (and the Securities Administrator if the Master Servicer
        and the
        Securities Administrator are the same entity) under this Agreement and in
        and to
        the Mortgage Loans and the proceeds thereof, other than its rights as a
        Certificateholder hereunder. On or after the receipt by the Master Servicer
        of
        such written notice, all authority and power of the Master Servicer (and,
        if
        applicable, the Securities Administrator) hereunder, whether with respect
        to the
        Mortgage Loans or otherwise, shall pass to and be vested in the Trustee,
        or any
        successor appointed pursuant to Section 9.02 (a “Successor Master Servicer” and,
        if applicable, “Successor Securities Administrator”). Such Successor Master
        Servicer shall thereupon if such Successor Master Servicer is a successor
        to the
        Master Servicer, make any Advance required by Article VI, subject, in the
        case
        of the Trustee, to Section 9.02. The Trustee is hereby authorized and empowered
        to execute and deliver, on behalf of the terminated Master Servicer and,
        if
        applicable, the terminated Securities Administrator, as attorney- in-fact
        or
        otherwise, any and all documents and other instruments, and to do or accomplish
        all other acts or things necessary or appropriate to effect the purposes
        of such
        notice of termination, whether to complete the transfer and endorsement or
        assignment of any Mortgage Loans and related documents, or otherwise. Unless
        expressly provided in such written notice, no such termination shall affect
        any
        obligation of the Master Servicer to pay amounts owed pursuant to Article
        VIII
        or Article X. The Master Servicer and, if applicable, the Securities
        Administrator agrees to cooperate with the Trustee in effecting the termination
        of the Master Servicer’s and, if applicable, the Securities Administrator’s
        responsibilities and rights hereunder, including, without limitation, the
        transfer to the applicable Successor Master Servicer of all cash amounts
        which
        shall at the time be credited to the Distribution Account maintained pursuant
        to
        Section 5.08, or thereafter be received with respect to the applicable Mortgage
        Loans. The Trustee shall promptly notify the Rating Agencies and the Insurer
        of
        the occurrence of an Event of Default known to the Trustee. The Securities
        Administrator shall promptly notify the Trustee in writing of the occurrence
        of
        an Event of Default under clauses (i) or (vii) above.

       

      Notwithstanding
        any termination of the activities of the Master Servicer hereunder, the Master
        Servicer shall be entitled to receive, out of any late collection of a Scheduled
        Payment on a Mortgage Loan that was due prior to the notice terminating the
        Master Servicer’s rights and obligations as Master Servicer hereunder and
        received after such notice, that portion thereof to which the Master Servicer
        would have been entitled pursuant to Sections 5.05 and to receive any other
        amounts payable to the Master Servicer hereunder the entitlement to which
        arose
        prior to the termination of its activities hereunder.

       

      Notwithstanding
        the foregoing, if an Event of Default described in clause (vii) of this Section
        9.01 shall occur and the Securities Administrator fails to make such Advance
        described in clause (vii), the Trustee upon receiving notice or becoming
        aware
        of such failure, and pursuant to the applicable terms of this Agreement,
        shall,
        by notice in writing to the Master Servicer, with a copy to the Insurer,
        which
        may be delivered by telecopy, immediately terminate all of the rights and
        obligations of the Master Servicer thereafter arising under this Agreement,
        but
        without prejudice to any rights it may have as a Certificateholder or to
        reimbursement of Advances and other advances of its own funds, and the Trustee
        shall act as provided in Section 8.02 to carry out the duties of the Master
        Servicer, including the obligation to make any Advance the nonpayment of
        which
        was an Event of Default described in clause (vii) of this Section 9.01. Any
        such
        action taken by the Trustee must be prior to the distribution on the relevant
        Distribution Date.

       

      Section
        9.02  Trustee
        to Act; Appointment of Successor. On and after the time the Master Servicer
        receives a notice of termination pursuant to Section 9.01 hereof the Trustee
        shall automatically become the successor to the Master Servicer with respect
        to
        the transactions set forth or provided for herein and after a transition
        period
        (not to exceed 90 days), shall have all the rights and powers of, and be
        subject
        to all the responsibilities, duties and liabilities relating thereto placed
        on
        the Master Servicer by the terms and provisions hereof; provided, however,
        that
        the Company shall have the right to either (a) immediately assume the duties
        of
        the Master Servicer or (b) select a successor Master Servicer; provided,
        further, however that, pursuant to Article VI hereof, the Trustee in its
        capacity as successor Master Servicer shall be responsible for making any
        Advances required to be made by the Master Servicer immediately upon the
        termination of the Master Servicer and any such Advance shall be made on
        the
        Distribution Date on which such Advance was required to be made by the
        predecessor Master Servicer. Effective on the date of such notice of
        termination, as compensation therefor, the Trustee shall be entitled to all
        compensation, reimbursement of expenses and indemnifications that the Master
        Servicer would have been entitled to if it had continued to act hereunder,
        provided, however, that the Trustee shall not be (i) liable for any acts
        or
        omissions of the Master Servicer, (ii) obligated to make Advances if it is
        prohibited from doing so under applicable law, (iii) responsible for expenses
        of
        the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit
        losses
        on any Permitted Investment directed by the Master Servicer. Notwithstanding
        the
        foregoing, the Trustee may, if it shall be unwilling to so act, or shall,
        if it
        is prohibited by applicable law from making Advances pursuant to Article
        VI or
        if it is otherwise unable to so act, appoint, or petition a court of competent
        jurisdiction to appoint, any established mortgage loan servicing institution
        the
        appointment of which does not adversely affect the then current rating of
        the
        Certificates by each Rating Agency (determined without regard to the Policy)
        as
        the successor to the Master Servicer hereunder in the assumption of all or
        any
        part of the responsibilities, duties or liabilities of the Master Servicer
        hereunder. Any Successor Master Servicer shall (i) be an institution that
        is a
        Fannie Mae and Freddie Mac approved seller/servicer in good standing, that
        has a
        net worth of at least $15,000,000, (ii) be acceptable to the Insurer (which
        consent shall not be unreasonably withheld) and (iii) be willing to act as
        successor servicer of any Mortgage Loans under this Agreement or the related
        Servicing Agreement with respect to which the Company or the original Servicer
        has been terminated as servicer, and shall have executed and delivered to
        the
        Depositor, the Trustee and the Insurer an agreement accepting such delegation
        and assignment, that contains an assumption by such Person of the rights,
        powers, duties, responsibilities, obligations and liabilities of the Master
        Servicer (other than any liabilities of the Master Servicer hereof incurred
        prior to termination of the Master Servicer under Section 9.01 or as otherwise
        set forth herein), with like effect as if originally named as a party to
        this
        Agreement, provided that each Rating Agency shall have acknowledged in writing
        that its rating of the Certificates in effect immediately prior to such
        assignment and delegation (determined without regard to the Policy) will
        not be
        qualified or reduced as a result of such assignment and delegation. If the
        Trustee assumes the duties and responsibilities of the Master Servicer in
        accordance with this Section 9.02, the Trustee shall not resign as Master
        Servicer until a Successor Master Servicer has been appointed and has accepted
        such appointment. Pending appointment of a successor to the Master Servicer
        hereunder, the Trustee, unless the Trustee is prohibited by law from so acting,
        shall, subject to Section 4.04 hereof, act in such capacity as hereinabove
        provided. In connection with such appointment and assumption, the Trustee
        may
        make such arrangements for the compensation of such successor out of payments
        on
        Mortgage Loans or otherwise as it and such successor shall agree; provided
        that
        no such compensation unless agreed to by the Certificateholders shall be
        in
        excess of that permitted the Master Servicer hereunder. The Trustee and such
        successor shall take such action, consistent with this Agreement, as shall
        be
        necessary to effectuate any such succession. Neither the Trustee nor any
        other
        Successor Master Servicer shall be deemed to be in default hereunder by reason
        of any failure to make, or any delay in making, any distribution hereunder
        or
        any portion thereof or any failure to perform, or any delay in performing,
        any
        duties or responsibilities hereunder, in either case caused by the failure
        of
        the Master Servicer and the Securities Administrator to deliver or provide,
        or
        any delay in delivering or providing, any cash, information, documents or
        records to it.

       

      The
        costs
        and expenses of the Trustee in connection with the termination of the Master
        Servicer, appointment of a Successor Master Servicer and, if applicable,
        any
        transfer of servicing, including, without limitation, all costs and expenses
        associated with the complete transfer of all servicing data and the completion,
        correction or manipulation of such servicing data as may be required by the
        Trustee to correct any errors or insufficiencies in the servicing data or
        otherwise to enable the Trustee or the Successor Master Servicer to service
        the
        related Mortgage Loans properly and effectively, to the extent not paid by
        the
        terminated Master Servicer, shall be payable to the Trustee pursuant to Section
        10.05. Any successor to the Master Servicer as successor servicer under any
        Subservicing Agreement shall give notice to the applicable Mortgagors of
        such
        change of servicer and shall, during the term of its service as successor
        servicer maintain in force the policy or policies that the Master Servicer
        is
        required to maintain pursuant to Section 4.04.

       

      Section
        9.03  Notification
        to Certificateholders, the Insurer and Rating Agencies. 

       

      (a)  Upon
        any
        termination of or appointment of a successor to the Master Servicer, the
        Trustee
        shall give prompt written notice thereof to Certificateholders, the Insurer
        and
        to each Rating Agency.

       

      (b)  Within
        60
        days after the occurrence of any Event of Default, the Trustee shall transmit
        by
        mail to all Certificateholders and the Insurer notice of each such Event
        of
        Default hereunder actually known to a Responsible Officer of the Trustee,
        unless
        such Event of Default shall have been cured or waived.

       

      Section
        9.04  Waiver
        of
        Defaults. The Trustee shall transmit by mail to all Certificateholders and
        the
        Insurer, within 60 days after the occurrence of any Event of Default actually
        known to a Responsible Officer of the Trustee, unless such Event of Default
        shall have been cured, notice of each such Event of Default hereunder known
        to
        the Trustee. The Insurer and Holders of Certificates evidencing not less
        than
        51% of the Voting Rights ( with the consent of the Insurer, which consent
        shall
        not be unreasonably withheld) may, on behalf of all Certificateholders, waive
        any default by the Master Servicer in the performance of its obligations
        hereunder and the consequences thereof, except a default in the making of
        or the
        causing to be made of any required distribution on the Certificates. Upon
        any
        such waiver of a past default, such default shall be deemed to cease to exist,
        and any Event of Default arising therefrom shall be deemed to have been timely
        remedied for every purpose of this Agreement. No such waiver shall extend
        to any
        subsequent or other default or impair any right consequent thereon except
        to the
        extent expressly so waived. The Trustee shall give notice of any such waiver
        to
        the Rating Agencies and the Insurer.

       

      Section
        9.05  Company
        Default. In case one or more of the following events of default by the Company
        (each, a “Company Default”) shall occur and be continuing, that is to
        say:

       

      (i)  any
        failure by the Company to remit to the Securities Administrator any payment
        including any Advance required to be made under the terms of this Agreement
        on
        any Remittance Date; or

       

      (ii)  failure
        on the part of the Company duly to observe or perform in any material respect
        any other of the covenants or agreements (other than Sections 3.13 or 3.14)
        on
        the part of the Company set forth in this Agreement, the breach of which
        has a
        material adverse effect and which continue unremedied for a period of sixty
        days
        (except that such number of days shall be fifteen in the case of a failure
        to
        pay any premium for any insurance policy required to be maintained under
        this
        Agreement and such failure shall be deemed to have a material adverse effect)
        after the date on which written notice of such failure, requiring the same
        to be
        remedied, shall have been given to the Company by the Master Servicer;
        or

       

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

       

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

       

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

       

      (vi)  the
        Company attempts to assign its right to servicing compensation hereunder
        or the
        Company attempts to sell or otherwise dispose of all or substantially all
        of its
        property or assets or to assign this Agreement or the servicing responsibilities
        hereunder or to delegate its duties hereunder or any portion thereof except
        as
        otherwise permitted herein; 

       

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

       

      (viii)  failure
        by the Company to duly perform, within the required time period, its obligations
        under Sections 4.16, 4.17 or Section 4.18;

       

      then,
        and
        in each and every such case, so long as a Company Default shall not have
        been
        remedied, the Master Servicer or either Certificate Insurer, by notice in
        writing to the Company may, in addition to whatever rights the Master Servicer
        and the Trustee on behalf of the Certificateholders and the Insurer may have
        under Section 8.03 and at law or equity to damages, including injunctive
        relief
        and specific performance, terminate all the rights and obligations of the
        Company under this Agreement and in and to the EMC Mortgage Loans and the
        proceeds thereof without compensating the Company for the same. On or after
        the
        receipt by the Company of such written notice, all authority and power of
        Company under this Agreement, whether with respect to the EMC Mortgage Loans
        or
        otherwise, shall pass to and be vested in the Master Servicer. Upon written
        request from the Master Servicer or either Certificate Insurer, the Company
        shall prepare, execute and deliver, any and all documents and other instruments,
        place in the Master Servicer’s possession all Mortgage Files relating to the EMC
        Mortgage Loans, and do or accomplish all other acts or things necessary or
        appropriate to effect the purposes of such notice of termination, whether
        to
        complete the transfer and endorsement or assignment of the EMC Mortgage Loans
        and related documents, or otherwise, at the Company’s sole expense. The Company
        agrees to pay any costs and expenses incurred by the Master Servicer in
        accordance with Section 4.03(c) and to cooperate with the Master Servicer
        and
        the Insurer in effecting the termination of the Company’s responsibilities and
        rights hereunder, including, without limitation, the transfer to such successor
        for administration by it of all cash amounts which shall at the time be credited
        by the Company to its Protected Account or Escrow Account or thereafter received
        with respect to the EMC Mortgage Loans or any related REO Property.

       

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

       

       

       

      ARTICLE
        X


      CONCERNING
        THE TRUSTEE AND THE

      SECURITIES
        ADMINISTRATOR

       

      Section
        10.01  Duties
        of
        Trustee and Securities Administrator. 

       

      (a)  The
        Trustee, prior to the occurrence of an Event of Default and after the curing
        or
        waiver of all Events of Default which may have occurred, and the Securities
        Administrator each undertake to perform such duties and only such duties
        as are
        specifically set forth in this Agreement as duties of the Trustee and the
        Securities Administrator, respectively. If an Event of Default has occurred
        and
        has not been cured or waived, the Trustee shall exercise such of the rights
        and
        powers vested in it by this Agreement, and the same degree of care and skill
        in
        their exercise, as a prudent person would exercise under the circumstances
        in
        the conduct of such Person’s own affairs.

       

      (b)  Upon
        receipt of all resolutions, certificates, statements, opinions, reports,
        documents, orders or other instruments which are specifically required to
        be
        furnished to the Trustee or the Securities Administrator pursuant to any
        provision of this Agreement, the Trustee or the Securities Administrator,
        respectively, shall examine them to determine whether they are, on their
        face,
        in the form required by this Agreement; provided, however, that neither the
        Trustee nor the Securities Administrator shall be responsible for the accuracy
        or content of any resolution, certificate, statement, opinion, report, document,
        order or other instrument furnished by the Master Servicer; provided, further,
        that neither the Trustee nor the Securities Administrator shall be responsible
        for the accuracy or verification of any calculation provided to it pursuant
        to
        this Agreement.

       

      (c)  On
        each
        Distribution Date, the Securities Administrator shall make monthly distributions
        and the final distribution to the related Certificateholders from related
        funds
        in the Distribution Account as provided in Sections 6.04 and 11.02 herein
        based
        solely on the applicable Remittance Report.

       

      (d)  No
        provision of this Agreement shall be construed to relieve the Trustee or
        the
        Securities Administrator from liability for its own negligent action, its
        own
        negligent failure to act or its own willful misconduct; provided, however,
        that:

       

      (i)  Prior
        to
        the occurrence of an Event of Default, and after the curing or waiver of
        all
        such Events of Default which may have occurred with respect to the Trustee
        and
        at all times with respect to the Securities Administrator, the duties and
        obligations of the Trustee and the Securities Administrator shall be determined
        solely by the express provisions of this Agreement, neither the Trustee nor
        the
        Securities Administrator shall be liable except for the performance of their
        respective duties and obligations as are specifically set forth in this
        Agreement, no implied covenants or obligations shall be read into this Agreement
        against the Trustee or the Securities Administrator and, in the absence of
        bad
        faith on the part of the Trustee or the Securities Administrator, respectively,
        the Trustee or the Securities Administrator, respectively, may conclusively
        rely, as to the truth of the statements and the correctness of the opinions
        expressed therein, upon any certificates or opinions furnished to the Trustee
        or
        the Securities Administrator, respectively, and conforming to the requirements
        of this Agreement;

       

      (ii)  Neither
        the Trustee nor the Securities Administrator shall be liable in its individual
        capacity for an error of judgment made in good faith by a Responsible Officer
        or
        Responsible Officers of the Trustee or an officer or officers of the Securities
        Administrator, respectively, unless it shall be proved that the Trustee or
        the
        Securities Administrator, respectively, was negligent in ascertaining the
        pertinent facts;

       

      (iii)  Neither
        the Trustee nor the Securities Administrator shall be liable with respect
        to any
        action taken, suffered or omitted to be taken by it in good faith in accordance
        with the directions of the Holders of Certificates evidencing not less than
        25%
        of the aggregate Voting Rights of the Certificates (or such other percentage
        as
        specifically set forth herein), if such action or non-action relates to the
        time, method and place of conducting any proceeding for any remedy available
        to
        the Trustee or the Securities Administrator, respectively, or exercising
        any
        trust or other power conferred upon the Trustee or the Securities Administrator,
        respectively, under this Agreement;

       

      (iv)  The
        Trustee shall not be required to take notice or be deemed to have notice
        or
        knowledge of any default or Event of Default unless a Responsible Officer
        of the
        Trustee shall have actual knowledge thereof. In the absence of such notice,
        the
        Trustee may conclusively assume there is no such default or Event of
        Default;

       

      (v)  The
        Securities Administrator shall not in any way be liable by reason of any
        insufficiency in any Account held in the name of Trustee unless it is determined
        by a court of competent jurisdiction in a non-appealable judgment that the
        Securities Administrator’s gross negligence or willful misconduct was the
        primary cause of such insufficiency (except to the extent that the Securities
        Administrator is obligor and has defaulted thereon);

       

      (vi)  The
        Trustee shall not in any way be liable by reason of any insufficiency in
        any
        Account held in the name of Trustee unless it is determined by a court of
        competent jurisdiction in a non-appealable judgment that the Trustee’s gross
        negligence or willful misconduct was the primary cause of such insufficiency
        (except to the extent that the Trustee is obligor and has defaulted
        thereon);

       

      (vii)  Anything
        in this Agreement to the contrary notwithstanding, in no event shall the
        Trustee
        or the Securities Administrator be liable for special, indirect or consequential
        loss or damage of any kind whatsoever (including but not limited to lost
        profits), even if the Trustee or the Securities Administrator, respectively,
        has
        been advised of the likelihood of such loss or damage and regardless of the
        form
        of action; and

       

      (viii)  None
        of
        the Securities Administrator, the Master Servicer, the Sponsor, the Depositor
        or
        the Trustee shall be responsible for the acts or omissions of the other,
        it
        being understood that this Agreement shall not be construed to render them
        partners, joint venturers or agents of one another.

       

      Neither
        the Trustee nor the Securities Administrator shall be required to expend
        or risk
        its own funds or otherwise incur financial liability in the performance of
        any
        of its duties hereunder, or in the exercise of any of its rights or powers,
        if
        there is reasonable ground for believing that the repayment of such funds
        or
        adequate indemnity against such risk or liability is not reasonably assured
        to
        it, and none of the provisions contained in this Agreement shall in any event
        require the Trustee or the Securities Administrator to perform, or be
        responsible for the manner of performance of, any of the obligations of the
        Master Servicer or the Company hereunder or any Servicer under the related
        Servicing Agreement.

       

      (e)  All
        funds
        received by the Securities Administrator and required to be deposited in
        the
        Distribution Account pursuant to this Agreement shall be promptly so deposited
        by the Securities Administrator.

       

      Section
        10.02  Certain
        Matters Affecting the Trustee and the Securities Administrator. 

       

      (a)  Except
        as
        otherwise provided in Section 10.01:

       

      (i)  The
        Trustee and the Securities Administrator may rely and shall be protected
        in
        acting or refraining from acting in reliance on any resolution or certificate
        of
        the Sponsor, the Company, the Master Servicer or the related Servicer, any
        certificates of auditors or any other certificate, statement, instrument,
        opinion, report, notice, request, consent, order, appraisal, bond or other
        paper
        or document believed by it to be genuine and to have been signed or presented
        by
        the proper party or parties;

       

      (ii)  The
        Trustee and the Securities Administrator may consult with counsel and any
        advice
        of such counsel or any Opinion of Counsel shall be full and complete
        authorization and protection with respect to any action taken or suffered
        or
        omitted by it hereunder in good faith and in accordance with such advice
        or
        Opinion of Counsel;

       

      (iii)  Neither
        the Trustee nor the Securities Administrator shall be under any obligation
        to
        exercise any of the trusts or powers vested in it by this Agreement, other
        than
        its obligation to give notices pursuant to this Agreement, or to institute,
        conduct or defend any litigation hereunder or in relation hereto at the request,
        order or direction of any of the Certificateholders pursuant to the provisions
        of this Agreement, unless such Certificateholders shall have offered to the
        Trustee or the Securities Administrator, as applicable, reasonable security
        or
        indemnity against the costs, expenses and liabilities which may be incurred
        therein or thereby. Nothing contained herein shall, however, relieve the
        Trustee
        of the obligation, upon the occurrence of an Event of Default of which a
        Responsible Officer of the Trustee has actual knowledge (which has not been
        cured or waived), to exercise such of the rights and powers vested in it
        by this
        Agreement, and to use the same degree of care and skill in their exercise,
        as a
        prudent person would exercise under the circumstances in the conduct of his
        own
        affairs;

       

      (iv)  Prior
        to
        the occurrence of an Event of Default hereunder and after the curing or waiver
        of all Events of Default which may have occurred with respect to the Trustee
        and
        at all times with respect to the Securities Administrator, neither the Trustee
        nor the Securities Administrator shall be liable in its individual capacity
        for
        any action taken, suffered or omitted by it in good faith and believed by
        it to
        be authorized or within the discretion or rights or powers conferred upon
        it by
        this Agreement;

       

      (v)  Neither
        the Trustee nor the Securities Administrator shall be bound to make any
        investigation into the facts or matters stated in any resolution, certificate,
        statement, instrument, opinion, report, notice, request, consent, order,
        approval, bond or other paper or document, unless requested in writing to
        do so
        by Holders of Certificates evidencing not less than 25% of the aggregate
        Voting
        Rights of the Certificates and provided that the payment within a reasonable
        time to the Trustee or the Securities Administrator, as applicable, of the
        costs, expenses or liabilities likely to be incurred by it in the making
        of such
        investigation is, in the opinion of the Trustee or the Securities Administrator,
        as applicable, reasonably assured to the Trustee or the Securities
        Administrator, as applicable, by the security afforded to it by the terms
        of
        this Agreement. The Trustee or the Securities Administrator may require
        reasonable indemnity against such expense or liability as a condition to
        taking
        any such action. The reasonable expense of every such examination shall be
        paid
        by the Certificateholders requesting the investigation;

       

      (vi)  The
        Trustee and the Securities Administrator may execute any of the trusts or
        powers
        hereunder or perform any duties hereunder either directly or through Affiliates,
        agents or attorneys; provided, however, that the Trustee may not appoint
        any
        paying agent other than the Securities Administrator to perform any paying
        agent
        functions under this Agreement without the express written consent of the
        Master
        Servicer and the Insurer, which consents will not be unreasonably withheld.
        Neither the Trustee nor the Securities Administrator shall be liable or
        responsible for the misconduct or negligence of any of the Trustee’s or the
        Securities Administrator’s agents or attorneys or paying agent appointed
        hereunder by the Trustee or the Securities Administrator with due care and,
        when
        required, with the consent of the Master Servicer;

       

      (vii)  Should
        the Trustee or the Securities Administrator deem the nature of any action
        required on its part to be unclear, the Trustee or the Securities Administrator,
        respectively, may require prior to such action that it be provided by the
        Depositor with reasonable further instructions; the right of the Trustee
        or the
        Securities Administrator to perform any discretionary act enumerated in this
        Agreement shall not be construed as a duty, and neither the Trustee nor the
        Securities Administrator shall be accountable for other than its negligence
        or
        willful misconduct in the performance of any such act;

       

      (viii)  Neither
        the Trustee nor the Securities Administrator shall be required to give any
        bond
        or surety with respect to the execution of the trust created hereby or the
        powers granted hereunder, except as provided in Subsection 10.07;
        and

       

      (ix)  Neither
        the Trustee nor the Securities Administrator shall have any duty to conduct
        any
        affirmative investigation as to the occurrence of any condition requiring
        the
        repurchase of any Mortgage Loan by any Person pursuant to this Agreement,
        or the
        eligibility of any Mortgage Loan for purposes of this Agreement.

       

      (b)  The
        Trustee is hereby directed by the Depositor to execute and deliver the Insurance
        Agreement.

       

      Section
        10.03  Trustee
        and Securities Administrator Not Liable for Certificates or Mortgage Loans.
        The
        recitals contained herein and in the Certificates (other than the signature
        and
        countersignature of the Securities Administrator on the Certificates) shall
        be
        taken as the statements of the Depositor, and neither the Trustee nor the
        Securities Administrator shall have any responsibility for their correctness.
        Neither the Trustee nor the Securities Administrator makes any representation
        as
        to the validity or sufficiency of the Certificates (other than the signature
        and
        countersignature of the Securities Administrator on the Certificates) or
        of any
        Mortgage Loan except as expressly provided in Sections 2.02 and 2.06 hereof;
        provided, however, that the foregoing shall not relieve the Trustee, or the
        Custodian on its behalf, of the obligation to review the Mortgage Files pursuant
        to Section 2.02 of this Agreement. Neither the Trustee or the Securities
        Administrator shall be accountable for the use or application by the Depositor
        of any of the Certificates or of the proceeds of such Certificates, or for
        the
        use or application of any funds paid to the Depositor with respect to the
        Mortgage Loans. Subject to Section 2.06, neither the Trustee nor the Securities
        Administrator shall be responsible for the legality or validity of this
        Agreement or any document or instrument relating to this Agreement, the validity
        of the execution of this Agreement or of any supplement hereto or instrument
        of
        further assurance, or the validity, priority, perfection or sufficiency of
        the
        security for the Certificates issued hereunder or intended to be issued
        hereunder. Neither the Trustee nor the Securities Administrator shall at
        any
        time have any responsibility or liability for or with respect to the legality,
        validity and enforceability of any Mortgage or any Mortgage Loan, or the
        perfection and priority of any Mortgage or the maintenance of any such
        perfection and priority, or for or with respect to the sufficiency of the
        Trust
        Fund or its ability to generate the payments to be distributed to
        Certificateholders, under this Agreement. Neither the Trustee nor the Securities
        Administrator shall have any responsibility for filing any financing or
        continuation statement in any public office at any time or to otherwise perfect
        or maintain the perfection of any security interest or lien granted to it
        hereunder or to record this Agreement.

       

      Section
        10.04  Trustee
        and Securities Administrator May Own Certificates. Each of the Trustee and
        the
        Securities Administrator in its individual capacity or in any capacity other
        than as Trustee or Securities Administrator hereunder may become the owner
        or
        pledgee of any Certificates with the same rights it would have if it were
        not
        the Trustee or the Securities Administrator, as applicable, and may otherwise
        deal with the parties hereto.

       

      Section
        10.05  Trustee’s
        and Securities Administrator’s Fees and Expenses. The fees and expenses of the
        Trustee and the Securities Administrator shall be paid in accordance with
        a side
        letter agreement with the Master Servicer and at the expense of the Master
        Servicer. In addition, the Trustee and the Securities Administrator shall
        be
        entitled to recover from the Distribution Account pursuant to Section 5.09
        all
        reasonable out-of-pocket expenses, disbursements and advances and the expenses
        of the Trustee and the Securities Administrator, respectively, in connection
        with any Event of Default, any breach of this Agreement or any claim or legal
        action (including any pending or threatened claim or legal action) incurred
        or
        made by the Trustee or the Securities Administrator, respectively, in the
        administration of the trusts hereunder or under any other Transaction Document
        (including the reasonable compensation, expenses and disbursements of its
        counsel) except any such expense, disbursement or advance as may arise from
        its
        negligence or intentional misconduct or which is the responsibility of the
        Certificateholders or the Trust Fund hereunder. If funds in the Distribution
        Account are insufficient therefor, the Trustee and the Securities Administrator
        shall recover such expenses, disbursements or advances from the Depositor
        and
        the Depositor hereby agrees to pay such expenses, disbursements or advances
        upon
        demand. Such compensation and reimbursement obligation shall not be limited
        by
        any provision of law in regard to the compensation of a trustee of an express
        trust.

       

      Section
        10.06  Eligibility
        Requirements for Trustee and Securities Administrator. The Trustee and any
        successor Trustee and the Securities Administrator and any successor Securities
        Administrator shall during the entire duration of this Agreement be a state
        bank
        or trust company or a national banking association organized and doing business
        under the laws of a state or the United States of America, authorized under
        such
        laws to exercise corporate trust powers, having a combined capital and surplus
        and undivided profits of at least $40,000,000 or, in the case of a successor
        Trustee, $50,000,000, subject to supervision or examination by federal or
        state
        authority and, in the case of the Trustee, rated “BBB” or higher by Fitch, Inc.
        with respect to their long-term rating and rated “BBB” or higher by Standard
& Poor’s and “Baa2” or higher by Moody’s with respect to any outstanding
        long-term unsecured unsubordinated debt, and, in the case of a successor
        Trustee
        or successor Securities Administrator other than pursuant to Section 10.10,
        rated in one of the two highest long-term debt categories of, or otherwise
        acceptable to, each of the Rating Agencies and the Insurer (which consent
        shall
        not be unreasonably withheld). The Trustee shall not be an Affiliate of the
        Master Servicer. If the Trustee publishes reports of condition at least
        annually, pursuant to law or to the requirements of the aforesaid supervising
        or
        examining authority, then for the purposes of this Section 10.06 the combined
        capital and surplus of such corporation shall be deemed to be its total equity
        capital (combined capital and surplus) as set forth in its most recent report
        of
        condition so published. In case at any time the Trustee or the Securities
        Administrator, as applicable, shall cease to be eligible in accordance with
        the
        provisions of this Section 10.06, the Trustee or the Securities Administrator
        shall resign immediately in the manner and with the effect specified in Section
        10.08.

       

      Section
        10.07  Insurance.
        The Trustee and the Securities Administrator, at their own expense, shall
        at all
        times maintain and keep in full force and effect: (i) fidelity insurance,
        (ii)
        theft of documents insurance and (iii) forgery insurance (which may be
        collectively satisfied by a “Financial Institution Bond” and/or a “Bankers’
Blanket Bond”). All such insurance shall be in amounts, with standard coverage
        and subject to deductibles, as are customary for insurance typically maintained
        by banks or their affiliates which act as custodians for investor-owned mortgage
        pools. A certificate of an officer of the Trustee or the Securities
        Administrator as to the Trustee’s or the Securities Administrator’s,
        respectively, compliance with this Section 10.07 shall be furnished to any
        Certificateholder and the Insurer upon reasonable written request.

       

      Section
        10.08  Resignation
        and Removal of Trustee and Securities Administrator. The Trustee and the
        Securities Administrator may at any time resign (including, in the case of
        the
        Securities Administrator, in connection with the resignation or termination
        of
        the Master Servicer) and be discharged from the Trust hereby created by giving
        written notice thereof to the Depositor, the Sponsor, the Securities
        Administrator (or the Trustee, if the Securities Administrator resigns) and
        the
        Master Servicer, with a copy to the Rating Agencies and the Insurer. Upon
        receiving such notice of resignation, the Depositor shall promptly appoint
        a
        successor trustee or successor securities administrator, as applicable, by
        written instrument, in triplicate, one copy of which instrument shall be
        delivered to each of the resigning trustee or securities administrator, as
        applicable, and the successor trustee or securities administrator, as
        applicable. If no successor trustee or successor securities administrator
        shall
        have been so appointed and have accepted appointment within 30 days after
        the
        giving of such notice of resignation, the resigning Trustee or Securities
        Administrator may petition any court of competent jurisdiction for the
        appointment of a successor trustee or securities administrator.

       

      If
        at any
        time (i) the Trustee or the Securities Administrator shall cease to be eligible
        in accordance with the provisions of Section 10.06 hereof and shall fail
        to
        resign after written request thereto by the Depositor, (ii) the Trustee or
        the
        Securities Administrator shall become incapable of acting, or shall be adjudged
        as bankrupt or insolvent, or a receiver of the Trustee or the Securities
        Administrator or of its property shall be appointed, or any public officer
        shall
        take charge or control of the Trustee or the Securities Administrator or
        of its
        property or affairs for the purpose of rehabilitation, conservation or
        liquidation, or (iii)(A) a tax is imposed with respect to the Trust Fund
        by any
        state in which the Trustee or the Securities Administrator or the Trust Fund
        is
        located, (B) the imposition of such tax would be avoided by the appointment
        of a
        different trustee or securities administrator and (C) the Trustee or the
        Securities Administrator, as applicable fails to indemnify the Trust Fund
        against such tax, then the Depositor or the Master Servicer may remove the
        Trustee or the Securities Administrator, as applicable, and appoint a successor
        trustee or successor securities administrator, as applicable, by written
        instrument, in multiple copies, a copy of which instrument shall be delivered
        to
        the Trustee, the Securities Administrator, each Master Servicer and the
        successor trustee or successor securities administrator, as
        applicable.

       

      The
        Holders evidencing at least 51% of the Voting Rights of each Class of
        Certificates (with the prior written consent of the Insurer, which consents
        shall not be unreasonably withheld) may at any time remove the Trustee or
        Securities Administrator and appoint a successor trustee or securities
        administrator by written instrument or instruments, in multiple copies, signed
        by such Holders or their attorneys-in-fact duly authorized, one complete
        set of
        which instruments shall be delivered by the successor trustee or successor
        securities administrator to each of the Master Servicer, the Trustee or
        Securities Administrator so removed and the successor trustee or securities
        administrator so appointed. Notice of any removal of the Trustee or Securities
        Administrator shall be given to each Rating Agency and
        the
        Insurer
        by the
        Trustee or successor trustee.

       

      Any
        resignation or removal of the Trustee or Securities Administrator and
        appointment of a successor trustee or securities administrator pursuant to
        any
        of the provisions of this Section 10.08 shall become effective upon acceptance
        of appointment by the successor trustee or securities administrator as provided
        in Section 10.09 hereof.

       

      Section
        10.09  Successor
        Trustee or Securities Administrator. Any successor trustee or securities
        administrator appointed as provided in Section 10.08 hereof shall execute,
        acknowledge and deliver to the Depositor and to its predecessor trustee or
        predecessor securities administrator, as applicable, and the Master Servicer
        and
        the Insurer an instrument accepting such appointment hereunder and thereupon
        the
        resignation or removal of the predecessor trustee or securities administrator
        shall become effective and such successor trustee or securities administrator,
        without any further act, deed or conveyance, shall become fully vested with
        all
        the rights, powers, duties and obligations of its predecessor hereunder,
        with
        the like effect as if originally named as trustee or securities administrator
        herein.

       

      No
        successor trustee or securities administrator shall accept appointment as
        provided in this Section 10.09 unless at the time of such acceptance such
        successor trustee or securities administrator shall be eligible under the
        provisions of Section 10.06 hereof and its appointment shall not adversely
        affect the then current rating of the Certificates (without regard to the
        Policy).

       

      Upon
        acceptance of appointment by a successor trustee or securities administrator
        as
        provided in this Section 10.09, the successor trustee or securities
        administrator shall mail notice of the succession of such trustee or securities
        administrator hereunder to all Holders of Certificates. and
        the
        Insurer
        If the
        successor trustee or securities administrator fails to mail such notice within
        ten days after acceptance of appointment, the Depositor shall cause such
        notice
        to be mailed at the expense of the Trust Fund.

       

      Section
        10.10  Merger
        or
        Consolidation of Trustee or Securities Administrator. Any corporation, state
        bank or national banking association into which the Trustee or the Securities
        Administrator may be merged or converted or with which it may be consolidated
        or
        any corporation, state bank or national banking association resulting from
        any
        merger, conversion or consolidation to which the Trustee or the Securities
        Administrator shall be a party, or any corporation, state bank or national
        banking association succeeding to substantially all of the corporate trust
        business of the Trustee or of the business of the Securities Administrator,
        shall be the successor of the Trustee or the Securities Administrator hereunder,
        provided that such corporation shall be eligible under the provisions of
        Section
        10.06 hereof without the execution or filing of any paper or further act
        on the
        part of any of the parties hereto, anything herein to the contrary
        notwithstanding.

       

      Section
        10.11  Appointment
        of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of
        this
        Agreement, at any time, for the purpose of meeting any legal requirements
        of any
        jurisdiction in which any part of the Trust Fund or property securing any
        Mortgage Note may at the time be located, the Master Servicer and the Trustee
        acting jointly shall have the power and shall execute and deliver all
        instruments to appoint one or more Persons approved by the Trustee to act
        as
        co-trustee or co-trustees jointly with the Trustee, or separate trustee or
        separate trustees, of all or any part of the Trust Fund, and to vest in such
        Person or Persons, in such capacity and for the benefit of the
        Certificateholders and the Insurer, such title to the Trust Fund or any part
        thereof, whichever is applicable, and, subject to the other provisions of
        this
        Section 10.11, such powers, duties, obligations, rights and trusts as the
        Master
        Servicer and the Trustee may consider necessary or desirable. If the Master
        Servicer shall not have joined in such appointment within 15 days after the
        receipt by it of a request to do so, or in the case an Event of Default shall
        have occurred and be continuing, the Trustee alone shall have the power to
        make
        such appointment. No co-trustee or separate trustee hereunder shall be required
        to meet the terms of eligibility as a successor trustee under Section 10.06
        and
        no notice to Certificateholders of the appointment of any co-trustee or separate
        trustee shall be required under Section 10.09.

       

      Every
        separate trustee and co-trustee shall, to the extent permitted by law, be
        appointed and act subject to the following provisions and
        conditions:

       

      (i)  All
        rights, powers, duties and obligations conferred or imposed upon the Trustee,
        except for the obligation of the Trustee under this Agreement to advance
        funds
        on behalf of the Master Servicer, shall be conferred or imposed upon and
        exercised or performed by the Trustee and such separate trustee or co-trustee
        jointly (it being understood that such separate trustee or co-trustee is
        not
        authorized to act separately without the Trustee joining in such act), except
        to
        the extent that under any law of any jurisdiction in which any particular
        act or
        acts are to be performed (whether a Trustee hereunder or as a Successor Master
        Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
        such act or acts, in which event such rights, powers, duties and obligations
        (including the holding of title to the Trust Fund or any portion thereof
        in any
        such jurisdiction) shall be exercised and performed singly by such separate
        trustee or co-trustee, but solely at the direction of the Trustee;

       

      (ii)  No
        trustee hereunder shall be held personally liable by reason of any act or
        omission of any other trustee hereunder; and

       

      (iii)  The
        Trustee may at any time accept the resignation of or remove any separate
        trustee
        or co-trustee.

       

      Any
        notice, request or other writing given to the Trustee shall be deemed to
        have
        been given to each of the then separate trustees and co-trustees, as effectively
        as if given to each of them. Every instrument appointing any separate trustee
        or
        co-trustee shall refer to this Agreement and the conditions of this Article
        X.
        Each separate trustee and co-trustee, upon its acceptance of the trusts
        conferred, shall be vested with the estates or property specified in its
        instrument of appointment, either jointly with the Trustee or separately,
        as may
        be provided therein, subject to all the provisions of this Agreement,
        specifically including every provision of this Agreement relating to the
        conduct
        of, affecting the liability of, or affording protection to, the Trustee.
        Every
        such instrument shall be filed with the Trustee and a copy thereof given
        to the
        Master Servicer and the Depositor.

       

      Any
        separate trustee or co-trustee may, at any time, constitute the Trustee its
        agent or attorney-in-fact, with full power and authority, to the extent not
        prohibited by law, to do any lawful act under or in respect of this Agreement
        on
        its behalf and in its name. If any separate trustee or co- trustee shall
        die,
        become incapable of acting, resign or be removed, all of its estates,
        properties, rights, remedies and trusts shall vest in and be exercised by
        the
        Trustee, to the extent permitted by law, without the appointment of a new
        or
        successor trustee.

       

      Section
        10.12  Tax
        Matters. It is intended that the Trust Fund shall constitute one or more
        REMICs,
        and that the affairs of the Trust Fund shall be conducted so that each REMIC
        formed hereunder qualifies as a “real estate mortgage investment conduit” as
        defined in and in accordance with the REMIC Provisions. In furtherance of
        such
        intention, the Securities Administrator covenants and agrees that it shall
        act
        as agent for so long as it is also Master Servicer (and the Securities
        Administrator is hereby appointed to act as agent) on behalf of the Trust
        Fund.
        The Trustee and/or the Securities Administrator, as agent on behalf of the
        Trust
        Fund, shall do or refrain from doing, as applicable, the following: (a) the
        Securities Administrator shall prepare and file, or cause to be prepared
        and
        filed, in a timely manner, U.S. Real Estate Mortgage Investment Conduit Income
        Tax Returns (Form 1066 or any successor form adopted by the Internal Revenue
        Service) and prepare and file or cause to be prepared and filed with the
        Internal Revenue Service and applicable state or local tax authorities income
        tax or information returns for each taxable year with respect to each such
        REMIC
        containing such information and at the times and in the manner as may be
        required by the Code or state or local tax laws, regulations or rules, and
        furnish or cause to be furnished, to Certificateholders the schedules,
        statements or information at such times and in such manner as may be required
        thereby; (b) the Securities Administrator shall apply for an employer
        identification number with the Internal Revenue Service via a Form SS-4 or
        other
        comparable method for each REMIC that is or becomes a taxable entity, and
        within
        thirty days of the Closing Date, furnish or cause to be furnished to the
        Internal Revenue Service on Forms 8811 or as otherwise may be required by
        the
        Code, the name, title, address, and telephone number of the person that the
        Holders of the Certificates may contact for tax information relating thereto,
        together with such additional information as may be required by such form,
        and
        update such information at the time or times in the manner required by the
        Code
        for the Trust Fund; (c) the Trustee shall make, or cause to be made, elections
        on behalf of each REMIC formed hereunder to be treated as a REMIC on the
        federal
        tax return of such REMIC for its first taxable year (and, if necessary, under
        applicable state law); (d) the Securities Administrator shall prepare and
        forward, or cause to be prepared and forwarded, to the Certificateholders
        and to
        the Internal Revenue Service and, if necessary, state tax authorities, all
        information returns and reports as and when required to be provided to them
        in
        accordance with the REMIC Provisions, including without limitation, the
        calculation of any original issue discount using the Prepayment Assumption;
        (e)
        the Securities Administrator shall provide information necessary for the
        computation of tax imposed on the transfer of a Residual Certificate to a
        Person
        that is not a Permitted Transferee, or an agent (including a broker, nominee
        or
        other middleman) of a Person that is not a Permitted Transferee, or a
        pass-through entity in which a Person that is not a Permitted Transferee
        is the
        record Holder of an interest (the reasonable cost of computing and furnishing
        such information may be charged to the Person liable for such tax); (f) each
        of
        the Securities Administrator and the Trustee shall, to the extent under its
        control, conduct the affairs of the Trust Fund at all times that any
        Certificates are outstanding so as to maintain the status of each REMIC formed
        hereunder as a REMIC under the REMIC Provisions; (g) neither the Trustee
        nor the
        Securities Administrator shall knowingly or intentionally take any action
        or
        omit to take any action that would cause the termination of the REMIC status
        of
        any REMIC formed hereunder; (h) the Securities Administrator shall pay, from
        the
        sources specified in the penultimate paragraph of this Section 10.12, the
        amount
        of any federal, state and local taxes, including prohibited transaction taxes
        as
        described below, imposed on any REMIC formed hereunder prior to the termination
        of the Trust Fund when and as the same shall be due and payable (but such
        obligation shall not prevent the Trustee, the Securities Administrator at
        the
        written request of the Trustee, or any other appropriate Person from contesting
        any such tax in appropriate proceedings and shall not prevent the Securities
        Administrator from withholding payment of such tax, if permitted by law,
        pending
        the outcome of such proceedings); (i) the Trustee shall sign or cause to
        be
        signed federal, state or local income tax or information returns or any other
        document prepared by the Securities Administrator pursuant to this Section
        10.12
        requiring a signature thereon by the Trustee; (j) the Securities Administrator
        shall maintain records relating to each REMIC formed hereunder including
        but not
        limited to the income, expenses, assets and liabilities of each such REMIC
        and
        adjusted basis of the Trust Fund property determined at such intervals as
        may be
        required by the Code, as may be necessary to prepare the foregoing returns,
        schedules, statements or information; (k) the Securities Administrator shall,
        for federal income tax purposes, maintain books and records with respect
        to the
        REMICs on a calendar year and on an accrual basis; (l) neither the Trustee
        nor
        the Master Servicer shall enter into any arrangement not otherwise provided
        for
        in this Agreement by which the REMICs will receive a fee or other compensation
        for services nor permit the REMICs to receive any income from assets other
        than
“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
        investments” as defined in Section 860G(a)(5) of the Code; and (m) as and when
        necessary and appropriate, the Trustee, or at the written request of the
        Trustee, the Securities Administrator, shall represent the Trust Fund in
        any
        administrative or judicial proceedings relating to an examination or audit
        by
        any governmental taxing authority, request an administrative adjustment as
        to
        any taxable year of any REMIC formed hereunder, enter into settlement agreements
        with any governmental taxing agency, extend any statute of limitations relating
        to any tax item of the Trust Fund, and otherwise act on behalf of each REMIC
        formed hereunder in relation to any tax matter involving any such
        REMIC.

       

      In
        order
        to enable each of the Trustee and the Securities Administrator to perform
        its
        duties as set forth herein, the Depositor shall provide, or cause to be
        provided, to the Trustee or the Securities Administrator within 10 days after
        the Closing Date all information or data that the Trustee or the Securities
        Administrator requests in writing and determines to be relevant for tax purposes
        to the valuations and offering prices of the Certificates, including, without
        limitation, the price, yield, prepayment assumption and projected cash flows
        of
        the Certificates and the related Mortgage Loans. Thereafter, the Depositor
        shall
        provide to the Trustee or the Securities Administrator promptly upon written
        request therefor, any such additional information or data that the Trustee
        or
        the Securities Administrator may, from time to time, request in order to
        enable
        the Trustee or the Securities Administrator to perform its duties as set
        forth
        herein. The Depositor hereby indemnifies each of Trustee and the Securities
        Administrator for any losses, liabilities, damages, claims or expenses of
        the
        Trustee or the Securities Administrator arising from any errors or
        miscalculations of the Trustee or the Securities Administrator, as applicable,
        that result from any failure of the Depositor to provide, or to cause to
        be
        provided, accurate information or data to the Trustee or the Securities
        Administrator, as applicable, on a timely basis.

       

      In
        the
        event that any tax is imposed on “prohibited transactions” of any of REMIC I,
        REMIC II or REMIC III as defined in Section 860F(a)(2) of the Code, on the
“net
        income from foreclosure property” of the Trust Fund as defined in Section
        860G(c) of the Code, on any contribution to any of REMIC I, REMIC II or REMIC
        III after the Startup Day pursuant to Section 860G(d) of the Code, or any
        other
        tax is imposed, including, without limitation, any federal, state or local
        tax
        or minimum tax imposed upon any of REMIC I, REMIC II or REMIC III, and is,
        in
        each case, attributable to the activities of REMIC I or related to Loan Group
        I
        and not paid as otherwise provided for herein, such tax shall be paid (i)
        by the
        Trustee or the Securities Administrator, if any such tax arises out of or
        results from a breach by the Trustee or the Securities Administrator,
        respectively, of any of its obligations under this Agreement, (ii) by any
        party
        hereto (other than the Trustee or the Securities Administrator) to the extent
        any such tax arises out of or results from a breach by such other party of
        any
        of its obligations under this Agreement or (iii) in all other cases, or in
        the
        event that any liable party hereto fails to honor its obligations under the
        preceding clauses (i) or (ii), first with amounts otherwise to be distributed
        to
        the Class I-R-1 Certificateholders, and second, with amounts otherwise to
        be
        distributed to all Group I Offered Certificateholders and Class I-B-4
        Certificateholders in the following order of priority: first, to the Class
        I-B-4
        Certificates, second, to the Class I-B-3 Certificates, third, to the Class
        I-B-2
        Certificates, fourth, to the Class I-B-1 Certificates, fifth, to the Class
        I-M-3
        Certificates, sixth, to the Class I-M-2 Certificates, seventh, to the Class
        I-M-1 Certificates and eighth, to the Class I-A Certificates, on a pro rata
        basis, based on the amounts to be distributed. 

       

      In
        the
        event that any tax is imposed on “prohibited transactions” of any of REMIC I,
        REMIC II or REMIC III as defined in Section 860F(a)(2) of the Code, on the
“net
        income from foreclosure property” of the Trust Fund as defined in Section
        860G(c) of the Code, on any contribution to any of REMIC I, REMIC II or REMIC
        III after the Startup Day pursuant to Section 860G(d) of the Code, or any
        other
        tax is imposed, including, without limitation, any federal, state or local
        tax
        or minimum tax imposed upon any of REMIC I, REMIC II or REMIC III, and is,
        in
        each case, attributable to the activities of REMIC II or related to Loan
        Group
        II and not paid as otherwise provided for herein, such tax shall be paid
        (i) by
        the Trustee or the Securities Administrator, if any such tax arises out of
        or
        results from a breach by the Trustee or the Securities Administrator,
        respectively, of any of its obligations under this Agreement, (ii) by any
        party
        hereto (other than the Trustee or the Securities Administrator) to the extent
        any such tax arises out of or results from a breach by such other party of
        any
        of its obligations under this Agreement or (iii) in all other cases, or in
        the
        event that any liable party hereto fails to honor its obligations under the
        preceding clauses (i) or (ii), first with amounts otherwise to be distributed
        to
        the Class II-R Certificateholders, on a pro rata basis, and second, with
        amounts
        otherwise to be distributed to the following Classes of Group II
        Certificateholders in the following order of priority: first, to the Class
        II-B-6 Certificates, second, to the Class II-B-5 Certificates, third, to
        the
        Class II-B-4 Certificates, fourth, to the Class II-B-3 Certificates, fifth,
        to
        the Class II-B-2 Certificates, sixth, to the Class II-B-1 Certificates and
        seventh to the Class II-A Certificates, on a pro rata basis, based on the
        amounts to be distributed.

       

      Notwithstanding
        anything to the contrary contained herein, to the extent that such tax is
        payable by the Holder of any Certificates, the Securities Administrator is
        hereby authorized to retain on any Distribution Date, from the Holders of
        the
        Class R Certificates (and, if necessary, from the Holders of the other related
        Certificates in the priority specified in the preceding sentence), funds
        otherwise distributable to such Holders in an amount sufficient to pay such
        tax.
        The Securities Administrator shall include in its Remittance Report instructions
        as to distributions to such parties taking into account the priorities described
        in the second preceding sentence. The Securities Administrator, on written
        request by the Trustee, agrees to promptly notify in writing the party liable
        for any such tax of the amount thereof and the due date for the payment
        thereof.

       

      The
        Trustee and the Securities Administrator each agree that, in the event it
        should
        obtain any information necessary for the other party to perform its obligations
        pursuant to this Section 10.12, it will promptly notify and provide such
        information to such other party. Notwithstanding anything in this Agreement
        to
        the contrary, the Trustee agrees that, in the event that the Trustee obtains
        actual knowledge that the Securities Administrator has breached any of its
        obligations pursuant to this Section 10.12, the Trustee shall perform such
        obligations on its behalf to the extent that the Trustee possesses all documents
        necessary to so perform and receives reasonable compensation therefor, provided,
        however, that the Trustee shall not be liable for any losses resulting from
        any
        such breach.

       

       

       

      ARTICLE
        XI


      TERMINATION

       

      Section
        11.01  Termination
        upon Liquidation or Repurchase of all Mortgage Loans. Subject to Section
        11.03,
        the obligations and responsibilities of the Depositor, the Master Servicer,
        the
        Securities Administrator, the Sponsor and the Trustee created hereby with
        respect to the related Sub-Trust shall terminate, with respect to Loan Group
        I,
        upon the earlier of (a) the purchase by the Majority Class I-C Certificateholder
        of all of the Group I Mortgage Loans (and related REO Properties) remaining
        in
        the Trust Fund at a price (the “Group I Mortgage Loan Purchase Price”) equal to
        the sum of (i) 100% of the Stated Principal Balance of each related Mortgage
        Loan (other than in respect of related REO Property), (ii) accrued interest
        thereon at the applicable Mortgage Rate to, but not including, the first
        day of
        the month of such purchase, (iii) the appraised value of any REO Property
        in the
        Group I Sub-Trust (up to the Stated Principal Balance of the related Mortgage
        Loan), such appraisal to be conducted by an appraiser mutually agreed upon
        by
        the Master Servicer and the Trustee and (iv) unreimbursed out-of pocket costs
        of
        the Company, the Servicers or the Master Servicer, including unreimbursed
        servicing advances and the principal portion of any unreimbursed Advances
        made
        on Loan Group I prior to the exercise of such repurchase right, (v) any
        Reimbursement Amount due the Insurer and (vi) such Loan Group’s pro rata share
        (based on the then outstanding aggregate Stated Principal Balance thereof)
        of
        any unreimbursed costs and expenses of the Trustee and the Securities
        Administrator payable pursuant to Section 10.05 and (b) the later of (i)
        the
        maturity or other liquidation (or any Advance with respect thereto) of the
        last
        Mortgage Loan remaining in the Group I Sub-Trust and the disposition of all
        related REO Property and (ii) the distribution to Group I Certificateholders
        and
        the Insurer of all amounts required to be distributed to them pursuant to
        this
        Agreement or the Insurance Agreement, as applicable.

       

      Subject
        to Section 11.03, the obligations and responsibilities of the Depositor,
        the
        Master Servicer, the Securities Administrator, the Sponsor and the Trustee
        created hereby with respect to the related Sub-Trust shall terminate, with
        respect to Loan Group II, upon the earlier of (a) the purchase by EMC or
        its
        designee of all of the Group II Mortgage Loans (and related REO Properties)
        remaining in the Trust Fund at a price (the “Group II Mortgage Loan Purchase
        Price”) equal to the sum of (i) 100% of the Stated Principal Balance of each
        related Mortgage Loan (other than in respect of related REO Property), (ii)
        accrued interest thereon at the applicable Mortgage Rate to, but not including,
        the first day of the month of such purchase, (iii) the appraised value of
        any
        REO Property in the Group II Sub-Trust (up to the Stated Principal Balance
        of
        the related Mortgage Loan), such appraisal to be conducted by an appraiser
        mutually agreed upon by the Master Servicer and the Trustee and (iv)
        unreimbursed out-of pocket costs of the Company, the Servicers or the Master
        Servicer, including unreimbursed servicing advances and the principal portion
        of
        any unreimbursed Advances made on Loan Group II prior to the exercise of
        such
        repurchase right, and (v) such Loan Group’s pro rata share (based on the then
        outstanding aggregate Stated Principal Balance thereof) of any unreimbursed
        costs and expenses of the Trustee and the Securities Administrator payable
        pursuant to Section 10.05 and (b) the later of (i) the maturity or other
        liquidation (or any Advance with respect thereto) of the last Mortgage Loan
        remaining in the Group II Sub-Trust and the disposition of all related REO
        Property and (ii) the distribution to Group II Certificateholders of all
        amounts
        required to be distributed to them pursuant to this Agreement, as applicable.
        

       

      In
        no
        event shall the Sub-Trusts created hereby continue beyond the earlier of
        (i) the
        expiration of 21 years from the death of the last survivor of the descendants
        of
        Joseph P. Kennedy, the late Ambassador of the United States to the Court
        of St.
        James, living on the date hereof and (ii) the related Latest Possible Maturity
        Date.

       

      The
        right
        to repurchase all Mortgage Loans in Loan Group I and related REO Properties
        pursuant to the preceding paragraph shall be exercisable in each case on
        or
        after the earlier of (i) the Group I 20% Clean Up Call Date and (ii) the
        Distribution Date in January 2016. 

       

      The
        right
        to repurchase all Mortgage Loans in Loan Group II and related REO Properties
        pursuant to the preceding paragraph shall be exercisable on or after the
        Group
        II Optional Termination Date.

       

      Notwithstanding
        anything to the contrary herein, the Class II-1R-2 Certificates will not
        be
        retired until the later of (i) the retirement of all the Group I Certificates
        and (ii) the retirement of all the Group II Certificates (other than the
        Class
        II-1R-2 Certificates).

       

      Section
        11.02  Final
        Distribution on the Group I Certificates and Group II Certificates. If on
        any
        Determination Date, (i) the Master Servicer determines that there are no
        related
        Outstanding Mortgage Loans and no other funds or assets in the related Sub-Trust
        other than the funds in the Distribution Account, the Master Servicer shall
        direct the Securities Administrator to send a final distribution notice promptly
        to each related Certificateholder and the related Certificate Insurer or
        (ii)
        the Securities Administrator determines that a Class of Certificates shall
        be
        retired after a final distribution on such Class, the Securities Administrator
        shall notify the related Certificateholders and the related Certificate Insurer
        within five (5) Business Days after such Determination Date that the final
        distribution in retirement of such Class of Certificates is scheduled to
        be made
        on the immediately following Distribution Date. Any final distribution made
        pursuant to the immediately preceding sentence shall be made only upon
        presentation and surrender of the related Certificates at the office of the
        Securities Administrator specified in the final distribution notice to related
        Certificateholders. If the Class I-C Certificateholder or EMC or its designee,
        as applicable, elects to terminate the related Sub-Trust pursuant to Section
        11.01, at least 20 days prior to the date notice is to be mailed to the
        Certificateholders, the Majority Class I-C Certificateholder or EMC or its
        designee, as applicable, shall notify the Depositor, the related Certificate
        Insurer, the Securities Administrator, the Trustee of the date the Majority
        Class I-C Certificateholder or EMC or its designee intends to terminate the
        related Sub-Trust. The Majority Class I-C Certificateholder or EMC or its
        designee, as applicable shall remit the related Mortgage Loan Purchase Price
        to
        the Securities Administrator on the Business Day prior to the Distribution
        Date
        for such Group I Optional Termination by the Majority Class I-C
        Certificateholder or Group II Optional Termination by EMC or its designee,
        as
        applicable.

       

      Notice
        of
        any termination of the related Sub-Trust, specifying the Distribution Date
        on
        which related Certificateholders may surrender their Certificates for payment
        of
        the final distribution and cancellation, shall be given promptly by the
        Securities Administrator by letter to related Certificateholders and the
        related
        Certificate Insurer mailed not earlier than the 10th day and no later than
        the
        15th day of the month immediately preceding the month of such final
        distribution. Any such notice shall specify (a) the Distribution Date upon
        which
        final distribution on the related Certificates shall be made upon presentation
        and surrender of related Certificates at the office therein designated, (b)
        the
        amount of such final distribution, (c) the location of the office or agency
        at
        which such presentation and surrender must be made and (d) that the Record
        Date
        otherwise applicable to such Distribution Date is not applicable, distributions
        being made only upon presentation and surrender of the related Certificates
        at
        the office therein specified. The Securities Administrator will give such
        notice
        to each Rating Agency at the time such notice is given to related
        Certificateholders.

       

      In
        the
        event such notice is given, the Master Servicer shall cause all related funds
        to
        be remitted to the Securities Administrator for deposit in the Distribution
        Account on the Business Day prior to the applicable Distribution Date in
        an
        amount equal to the final distribution in respect of the related Certificates
        and any Reimbursement Amounts due to the related Certificate Insurer. Upon
        such
        final deposit with respect to the Sub-Trust and the receipt by the Trustee
        of a
        Request for Release therefor, the Trustee or the Custodian shall promptly
        release to the Master Servicer, as applicable the Mortgage Files for the
        related
        Mortgage Loans and the Trustee shall execute and deliver any documents prepared
        and delivered to it which are necessary to transfer any REO
        Property.

       

      Upon
        presentation and surrender of the related Certificates, the Securities
        Administrator shall cause to be distributed to related Certificateholders
        of
        each Class and to the related Certificate Insurer in accordance with the
        Remittance Report the amounts allocable to such Certificates and such
        Certificate Insurer held in the Distribution Account in the order and priority
        set forth in Section 6.04 hereof on the final Distribution Date and in
        proportion to their respective Percentage Interests.

       

      In
        the
        event that any affected Certificateholders shall not surrender Certificates
        for
        cancellation within six months after the date specified in the above mentioned
        written notice, the Securities Administrator shall give a second written
        notice
        to the remaining Certificateholders to surrender their Certificates for
        cancellation and receive the final distribution with respect thereto. If
        within
        six months after the second notice all the applicable Certificates shall
        not
        have been surrendered for cancellation, the Securities Administrator may
        take
        appropriate steps, or may appoint an agent to take appropriate steps, to
        contact
        the remaining Certificateholders concerning surrender of their Certificates,
        and
        the cost thereof shall be paid out of the funds and other assets that remain
        a
        part of the related Sub-Trusts. If within one year after the second notice
        all
        related Certificates shall not have been surrendered for cancellation, the
        related Residual Certificateholders shall be entitled to all unclaimed funds
        and
        other assets of the Trust Fund that remain subject hereto.

       

      Section
        11.03  Additional
        Termination Requirements. 

       

      (a)  Upon
        exercise by the Majority Class I-C Certificateholder or EMC or its
        designee,
        as
        applicable, of
        its
        purchase option as provided in Section 11.01, the related Sub-Trust shall
        be
        terminated in accordance with the following additional requirements, unless
        each
        of the Trustee, the related Certificate Insurer and the Securities Administrator
        have been supplied with an Opinion of Counsel addressed to the Trustee and
        the
        related Certificate Insurer, at the expense of the Majority Class I-C
        Certificateholder or EMC or its designee, as applicable, to the effect that
        the
        failure of the Sub-Trust to comply with the requirements of this Section
        11.03
        will not (i) result in the imposition of taxes on “prohibited transactions” of a
        REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that
        any
        Certificates are outstanding:

       

      (1) The
        Majority Class I-C Certificateholder or EMC
        or
        its designee,
        as
        applicable, shall establish a 90-day liquidation period for REMIC I, REMIC
        II or
        REMIC III, as applicable, and notify the Trustee and Securities Administrator
        thereof, and the Securities Administrator shall in turn specify the first
        day of
        such period in a statement attached to the tax return for REMIC I, REMIC
        II or
        REMIC III, as applicable, pursuant to Treasury Regulation Section 1.860F-1.
        The
        Majority Class I-C Certificateholder or EMC
        or
        its designee,
        as
        applicable, shall satisfy all the requirements of a qualified liquidation
        under
        Section 860F of the Code and any regulations thereunder with respect to each
        REMIC related to the terminated Sub-Trust, as evidenced by an Opinion of
        Counsel
        addressed to the Trustee obtained at the expense of the Majority Class I-C
        Certificateholder or EMC
        or
        its designee,
        as
        applicable;

       

      (2) During
        such 90-day liquidation period, and at or prior to the time of making the
        final
        payment on the Certificates, the Securities Administrator as agent of the
        Trustee shall sell all of the assets of REMIC I or REMIC II, as applicable,
        for
        cash; and

       

      (3) At
        the
        time of the making of the final payment on the related Certificates, the
        Securities Administrator as agent for the Trustee shall distribute or credit,
        or
        cause to be distributed or credited, to the Holders of the related Residual
        Certificates all cash on hand (other than cash retained to meet claims),
        and
        REMIC I, REMIC II or REMIC III, as applicable, shall terminate at that
        time.

       

      (b)  By
        their
        acceptance of the related Certificates, the Holders thereof hereby authorize
        the
        adoption of a 90-day liquidation period and plan of liquidation for the related
        REMIC, which authorization shall be binding upon all successor related
        Certificateholders.

       

      (c)  The
        Securities Administrator, as agent for each related REMIC, hereby agrees
        to
        adopt and sign such a plan of complete liquidation upon the written request
        of
        the Majority Class I-C Certificateholder or EMC or its designee, as applicable,
        and the receipt of the Opinion of Counsel referred to in Section 11.03(a)(1),
        and to take such other action in connection therewith as may be reasonably
        requested by the Majority Class I-C Certificateholder or EMC or its
        designee,
        as
        applicable.

       

       

       

      ARTICLE
        XII

       

      MISCELLANEOUS
        PROVISIONS

       

      Section
        12.01  Amendment.
        This Agreement may be amended from time to time by parties hereto and with
        the
        consent of the Insurer, without the consent of any of the Certificateholders
        to
        cure any ambiguity, to correct or supplement any provisions herein (including
        to
        give effect to the expectations of investors), to comply with any changes
        in the
        Code, to revise any provisions to reflect the obligations of the parties
        to this
        Agreement as they relate to Regulation AB, to change the manner in which
        the
        Distribution Account maintained by the Securities Administrator or the Protected
        Account maintained by the Company is maintained or to make such other provisions
        with respect to matters or questions arising under this Agreement as shall
        not
        be inconsistent with any other provisions herein if such action shall not,
        as
        evidenced by an Opinion of Counsel addressed to the Trustee, adversely affect
        in
        any material respect the interests of any Certificateholder; provided that
        any
        such amendment shall be deemed not to adversely affect in any material respect
        the interests of the Certificateholders and no such Opinion of Counsel shall
        be
        required if the Person requesting such amendment obtains a letter from each
        Rating Agency stating that such amendment would not result in the downgrading
        or
        withdrawal of the respective ratings then assigned to the Certificates
        (determined without regard to the Policy).

       

      Notwithstanding
        the foregoing, without the consent of the Certificateholders, the parties
        hereto
        with the consent of the Insurer may at any time and from time to time amend
        this
        Agreement to modify, eliminate or add to any of its provisions to such extent
        as
        shall be necessary or appropriate to maintain the qualification of each of
        REMIC
        I, REMIC II or REMIC III, as a REMIC under the Code or to avoid or minimize
        the
        risk of the imposition of any tax on any of REMIC I, REMIC II or REMIC III
        pursuant to the Code that would be a claim against any of REMIC I, REMIC
        II or
        REMIC III at any time prior to the final redemption of the Certificates,
        provided that the Trustee, the Securities Administrator and the Insurer have
        been provided an Opinion of Counsel addressed to the Trustee, the Securities
        Administrator and the Insurer, which opinion shall be an expense of the party
        requesting such opinion but in any case shall not be an expense of the Trustee,
        the Securities Administrator or the Trust Fund, to the effect that such action
        is necessary or appropriate to maintain such qualification or to avoid or
        minimize the risk of the imposition of such a tax.

       

      This
        Agreement may also be amended from time to time by the parties hereto with
        the
        consent of the Insurer and the Holders of each Class of Certificates affected
        thereby evidencing over 50% of the Voting Rights of such Class or Classes
        for
        the purpose of adding any provisions to or changing in any manner or eliminating
        any of the provisions of this Agreement or of modifying in any manner the
        rights
        of the Holders of Certificates; provided that no such amendment shall (i)
        reduce
        in any manner the amount of, or delay the timing of, payments required to
        be
        distributed on any Certificate without the consent of the Holder of such
        Certificate, (ii) cause any of REMIC I, REMIC II or REMIC III to cease to
        qualify as a REMIC or (iii) reduce the aforesaid percentages of Certificates
        of
        each Class the Holders of which are required to consent to any such amendment
        without the consent of the Holders of all Certificates of such Class then
        outstanding.

       

      Notwithstanding
        any contrary provision of this Agreement, the Trustee shall not consent to
        any
        amendment to this Agreement unless it and the Insurer shall have first received
        an Opinion of Counsel addressed to the Trustee (a copy of which shall be
        addressed to and delivered to the Insurer), which opinion shall be an expense
        of
        the party requesting such amendment but in any case shall not be an expense
        of
        the Trustee or the Securities Administrator, to the effect that such amendment
        will not (other than an amendment pursuant to clause (ii) of, and in accordance
        with, the preceding paragraph) cause the imposition of any tax on REMIC I,
        REMIC
        II or REMIC III or the Certificateholders or cause REMIC I, REMIC II or REMIC
        III to cease to qualify as a REMIC at any time that any Certificates are
        outstanding. Further, nothing in this Agreement shall require the Trustee
        to
        enter into an amendment without receiving an Opinion of Counsel (a copy of
        which
        shall be addressed and delivered to the Insurer), satisfactory to the Trustee
        (i) that such amendment is permitted and is not prohibited by this Agreement
        and
        (ii) that all requirements for amending this Agreement (including any consent
        of
        the applicable Certificateholders) have been complied with.

       

      Notwithstanding
        any
        contrary provision of this Agreement,
        the
        Insurer shall have the right to consent to any amendment which materially
        affects its rights and obligations under this Agreement or the rights of
        any
        Holder of the Class I-A-2 Certificates. So long as there is not a continuing
        default by the Insurer of its obligations under the Policy, the Insurer has,
        and
        may exercise without the consent of the Holders of the Class I-A-2 Certificates,
        all of the rights of the Holders of the Class I-A-2 Certificates under this
        Agreement.

       

      Promptly
        after the execution of any amendment to this Agreement requiring the consent
        of
        Certificateholders, the Trustee shall furnish written notification of the
        substance of such amendment to each Certificateholder, the Insurer and each
        Rating Agency.

       

      It
        shall
        not be necessary for the consent of Certificateholders under this Section
        to
        approve the particular form of any proposed amendment, but it shall be
        sufficient if such consent shall approve the substance thereof. The manner
        of
        obtaining such consents and of evidencing the authorization of the execution
        thereof by Certificateholders shall be subject to such reasonable regulations
        as
        the Trustee may prescribe.

       

      Section
        12.02  Recordation
        of Agreement; Counterparts. To the extent permitted by applicable law, this
        Agreement is subject to recordation in all appropriate public offices for
        real
        property records in all of the counties or other comparable jurisdictions
        in
        which any or all of the Mortgaged Properties are situated, and in any other
        appropriate public recording office or elsewhere. The Master Servicer shall
        effect such recordation at the Trust’s expense upon the request in writing of a
        Certificateholder, but only if such direction is accompanied by an Opinion
        of
        Counsel (provided at the expense of the Certificateholder requesting
        recordation) to the effect that such recordation would materially and
        beneficially affect the interests of the Certificateholders or is required
        by
        law.

       

      For
        the
        purpose of facilitating the recordation of this Agreement as herein provided
        and
        for other purposes, this Agreement may be executed simultaneously in any
        number
        of counterparts, each of which counterparts shall be deemed to be an original,
        and such counterparts shall constitute but one and the same
        instrument.

       

      Section
        12.03  Governing
        Law. 

       

      THIS
        AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
        LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
        IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
        PARTIES
        HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH
        SUCH
        LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN
        SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).

       

      Section
        12.04  Intention
        of Parties. It is the express intent of the parties hereto that the conveyance
        of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance
        policies and any modifications, extensions and/or assumption agreements and
        private mortgage insurance policies relating to the Mortgage Loans by the
        Sponsor to the Depositor, and by the Depositor to the Trustee be, and be
        construed as, an absolute sale thereof to the Depositor or the Trustee, as
        applicable. It is, further, not the intention of the parties that such
        conveyance be deemed a pledge thereof by the Sponsor to the Depositor, or
        by the
        Depositor to the Trustee. However, in the event that, notwithstanding the
        intent
        of the parties, such assets are held to be the property of the Sponsor or
        the
        Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase
        Agreement or this Agreement is held or deemed to create a security interest
        in
        such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement
        shall each be deemed to be a security agreement within the meaning of the
        Uniform Commercial Code of the State of New York and (ii) the conveyance
        provided for in the Mortgage Loan Purchase Agreement from the Sponsor to
        the
        Depositor, and the conveyance provided for in this Agreement from the Depositor
        to the Trustee, shall be deemed to be an assignment and a grant by the Sponsor
        or the Depositor, as applicable, for the benefit of the Certificateholders
        and
        the Insurer, of a security interest in all of the assets that constitute
        the
        Trust Fund, whether now owned or hereafter acquired.

       

      The
        Depositor for the benefit of the Certificateholders and the Insurer 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 assets of the Trust Fund, such security interest would be deemed to be
        a
        perfected security interest of first priority under applicable law and shall
        be
        maintained as such throughout the term of the Agreement.

       

      Section
        12.05  Notices. 

       

      (a)  The
        Trustee shall use its best efforts to promptly provide notice to each Rating
        Agency and the Insurer with respect to each of the following of which a
        Responsible Officer of the Trustee has actual knowledge:

       

      (i)  Any
        material change or amendment to this Agreement;

       

      (ii)  The
        occurrence of any Event of Default that has not been cured;

       

      (iii)  The
        resignation or termination of the Master Servicer, the Securities Administrator
        or the Trustee and the appointment of any successor;

       

      (iv)  With
        respect to each Loan Group, the repurchase or substitution of related Mortgage
        Loans pursuant to Sections 2.02, 2.03, 4.21 and 11.01; and

       

      (v)  With
        respect to each Loan Group, the final payment to
        Certificateholders.

       

      (b)  All
        directions, demands and notices hereunder shall be in writing and shall be
        deemed to have been duly given when delivered at or mailed by registered
        mail,
        return receipt requested, postage prepaid, or by recognized overnight courier,
        or by facsimile transmission to a number provided by the appropriate party
        if
        receipt of such transmission is confirmed to (i) in the case of the Depositor,
        Bear Stearns Asset Backed Securities I LLC, 383 Madison Avenue, New York,
        New
        York 10179, Attention: Chief Counsel; (ii) in the case of the Sponsor or
        the
        Company, EMC Mortgage Corporation, 2780 Lake Vista Drive, Lewisville, Texas
        75067 (Facsimile: (469) 759-4714), attention: President or General Counsel
        or
        such other address as may be hereafter furnished to the other parties hereto
        by
        the Master Servicer in writing; (iii) in the case of the Trustee, at each
        Corporate Trust Office or such other address as the Trustee may hereafter
        furnish to the other parties hereto; (iv) in the case of the Master Servicer
        or
        the Securities Administrator, P. O. Box 98, Columbia, Maryland 21046 (or,
        for
        overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland 21045),
        Attention: BSABS I 2006-AC1 or such other address as may be hereafter furnished
        to the other parties hereto by the Securities Administrator in writing, (v)
        in
        the case of the Rating Agencies, (x) Moody’s Investors Service, Inc., 99 Church
        Street, New York, New York 10007, Attention: Home Equity Monitoring and (y)
        Standard & Poor’s, 55 Water Street, 41st Floor, New York, New York 10041,
        Attention: Mortgage Surveillance Group and (vi) in the case of the Insurer,
        Financial Guaranty Insurance Company 125 Park Avenue New York, New York 10017
        Attention: Structured Finance Surveillance, Bear Stearns Asset Backed Securities
        I Trust 2006-AC1, Asset-Backed Certificates, Series 2006-AC1. Any notice
        delivered to the Sponsor, the Master Servicer, the Securities Administrator,
        the
        Insurer or the Trustee under this Agreement shall be effective only upon
        receipt. Any notice required or permitted to be mailed to a Certificateholder,
        unless otherwise provided herein, shall be given by first-class mail, postage
        prepaid, at the address of such Certificateholder as shown in the Certificate
        Register; any notice so mailed within the time prescribed in this Agreement
        shall be conclusively presumed to have been duly given, whether or not the
        Certificateholder receives such notice.

       

      Section
        12.06  Severability
        of Provisions. If any one or more of the covenants, agreements, provisions
        or
        terms of this Agreement shall be for any reason whatsoever held invalid,
        then
        such covenants, agreements, provisions or terms shall be deemed severable
        from
        the remaining covenants, agreements, provisions or terms of this Agreement
        and
        shall in no way affect the validity or enforceability of the other provisions
        of
        this Agreement or of the Certificates or the rights of the Holders
        thereof.

       

      Section
        12.07  Assignment.
        Notwithstanding anything to the contrary contained herein, except as provided
        pursuant to Section 8.07, this Agreement may not be assigned by the Master
        Servicer, the Sponsor or the Depositor.

       

      Section
        12.08  Limitation
        on Rights of Certificateholders. The death or incapacity of any
        Certificateholder shall not operate to terminate this Agreement or the Trust
        Fund, nor entitle such Certificateholder’s legal representative or heirs to
        claim an accounting or to take any action or commence any proceeding in any
        court for a petition or winding up of the Trust Fund, or otherwise affect
        the
        rights, obligations and liabilities of the parties hereto or any of
        them.

       

      No
        Certificateholder shall have any right to vote (except as provided herein)
        or in
        any manner otherwise control the operation and management of the Trust Fund,
        or
        the obligations of the parties hereto, nor shall anything herein set forth
        or
        contained in the terms of the Certificates be construed so as to constitute
        the
        Certificateholders from time to time as partners or members of an association;
        nor shall any Certificateholder be under any liability to any third party
        by
        reason of any action taken by the parties to this Agreement pursuant to any
        provision hereof.

       

      No
        Certificateholder shall have any right by virtue or by availing itself of
        any
        provisions of this Agreement to institute any suit, action or proceeding
        in
        equity or at law upon or under or with respect to this Agreement, unless
        such
        Holder previously shall have given to the Trustee or the Securities
        Administrator, as appropriate, a written notice of an Event of Default and
        of
        the continuance thereof, as hereinbefore provided, the Holders of Certificates
        evidencing not less than 25% of the Voting Rights evidenced by the Certificates
        shall also have made written request to the Trustee or the Securities
        Administrator, as appropriate to institute such action, suit or proceeding
        in
        its own name as Trustee or the Securities Administrator, as appropriate,
        hereunder and shall have offered to the Trustee or the Securities Administrator,
        as appropriate, such reasonable indemnity as it may require against the costs,
        expenses, and liabilities to be incurred therein or thereby, and the Trustee
        or
        the Securities Administrator, as appropriate, for 60 days after its receipt
        of
        such notice, request and offer of indemnity shall have neglected or refused
        to
        institute any such action, suit or proceeding; it being understood and intended,
        and being expressly covenanted by each Certificateholder with every other
        Certificateholder and the Trustee, that no one or more Holders of Certificates
        shall have any right in any manner whatever by virtue or by availing itself
        or
        themselves of any provisions of this Agreement to affect, disturb or prejudice
        the rights of the Holders of any other of the Certificates, or to obtain
        or seek
        to obtain priority over or preference to any other such Holder or to enforce
        any
        right under this Agreement, except in the manner herein provided and for
        the
        common benefit of all Certificateholders. For the protection and enforcement
        of
        the provisions of this Section 12.08, each and every Certificateholder, the
        Trustee or the Securities Administrator shall be entitled to such relief
        as can
        be given either at law or in equity.

       

      Section
        12.09  Inspection
        and Audit Rights. The Master Servicer agrees that, on reasonable prior notice,
        it will permit any representative of the Depositor, the Insurer or the Trustee
        during the Master Servicer’s normal business hours, to examine all the books of
        account, records, reports and other papers of the Master Servicer relating
        to
        the Mortgage Loans, to make copies and extracts therefrom, to cause such
        books
        to be audited by independent certified public accountants selected by the
        Depositor, the Insurer or the Trustee and to discuss its affairs, finances
        and
        accounts relating to such Mortgage Loans with its officers, employees and
        independent public accountants (and by this provision the Master Servicer
        hereby
        authorizes such accountants to discuss with such representative such affairs,
        finances and accounts), all at such reasonable times and as often as may
        be
        reasonably requested. Any out-of-pocket expense incident to the exercise
        by the
        Depositor or the Trustee of any right under this Section 12.09 shall be borne
        by
        the party requesting such inspection, subject to such party’s right to
        reimbursement hereunder (in the case of the Trustee, pursuant to Section
        10.05
        hereof).

       

      Section
        12.10  Certificates
        Nonassessable and Fully Paid. 

       

      It
        is the
        intention of the Depositor that Certificateholders shall not be personally
        liable for obligations of the Trust Fund, that the interests in the Trust
        Fund
        represented by the Certificates shall be nonassessable for any reason
        whatsoever, and that the Certificates, upon due authentication thereof by
        the
        Securities Administrator pursuant to this Agreement, are and shall be deemed
        fully paid.

       

      Section
        12.11  Certificate
        Insurer Rights. 

       

      (a)  All
        notices, statements, reports, certificates, lists or opinions required by
        this
        Agreement to be sent to the parties hereto, the Rating Agencies or the
        Certificateholders shall also be sent at such time to the Insurer at the
        related
        notice addresses set forth in Section 12.05.

       

      (b)  The
        Insurer shall be express third party beneficiaries of this Agreement for
        the
        purpose of enforcing the provisions hereof to the extent of the Insurer’ or any
        Certificateholder’s rights explicitly specified herein as if a party
        hereto.

       

      (c)  All
        references herein to the ratings assigned to the Certificates and to the
        interests of any Certificateholders shall be without regard to the
        Policy.

       

      (d)  The
        Trustee (subject to its rights under this Agreement), the Depositor, the
        Securities Administrator and the Master Servicer shall cooperate in all respects
        with any reasonable request by the Insurer for action to preserve or enforce
        the
        Insurer’ rights or interests hereunder without limiting the rights or affecting
        the interests of the Certificateholders as otherwise set forth
        herein.

       

      (e)  The
        Insurer will have the right to exercise all rights, including voting rights,
        which the Holders of the Class I-A-2 Certificates are entitled to exercise
        under
        this Agreement, under the Mortgage Loan Purchase Agreement or any other
        instrument, document or agreement relating to the foregoing. In addition,
        the
        Insurer shall have the right to participate in, to direct the enforcement
        or
        defense of, and, at the Insurer’ sole option, to institute or assume the defense
        of, any action, proceeding or investigation for any remedy available to the
        Trustee and to the Securities Administrator with respect to any matter that
        could adversely affect the Trust, the Trust Fund or the rights or obligations
        of
        the Insurer hereunder, under the Mortgage Loan Purchase Agreement, under
        the
        Insurance Agreement or under the Policy, or any other instrument, document
        or
        agreement relating to the foregoing or under the other Transaction Documents,
        including (without limitation) any insolvency or bankruptcy proceeding in
        respect of the Sponsor, the Master Servicer, the Depositor or any Affiliate
        thereof provided, that such participation or direction shall not be in conflict
        with any rule of law or with the terms of this Agreement. Following written
        notice to the Trustee and to the Securities Administrator, each Certificate
        Insurer shall have the exclusive right to determine, in its sole discretion,
        the
        actions necessary to preserve and protect the Trust and the Trust
        Fund.

       

      (f)  The
        Trustee hereby agrees to provide to the Insurer prompt written notice of
        any
        action, proceeding or investigation of which it has actual knowledge that
        names
        the Trust or the Trustee as a party and that could adversely affect the Trust
        or
        the Trust Fund.

       

      (g)  Notwithstanding
        anything contained herein or in any of the other Transaction Documents to
        the
        contrary, the Trustee shall not, without the Insurer’ prior written consent or
        unless directed in writing by the Insurer’, undertake or join any litigation or
        agree to any settlement of any action, proceeding or investigation affecting
        the
        Trust or the Trust Fund to the extent any such settlement, action, proceeding
        or
        investigation could reasonably be expected to have a material adverse affect
        on
        the rights or obligations of the Insurer hereunder or under the Policy, as
        applicable, or the Transaction Documents.

       

      Each
        Holder of a Certificate, by acceptance of its Certificate, and the Trustee
        agree
        that Insurer shall have such rights as set forth in this Section, which are
        in
        addition to any rights of the Insurer pursuant to the other provisions of
        the
        Transaction Documents, that the rights set forth in this Section may be
        exercised by each Certificate Insurer, in its sole discretion, without the
        need
        for the consent or approval of any Certificateholder or the Trustee,
        notwithstanding any other provision contained herein or in any of the other
        Transaction Documents, and that nothing contained in this Section shall be
        deemed to be an obligation of the Insurer to exercise any of the rights provided
        for herein.

       

      * * *

      


      


       


      IN
        WITNESS WHEREOF, the Depositor, the Master Servicer, the Sponsor, the Company,
        the Securities Administrator and the Trustee have caused their names to be
        signed hereto by their respective officers thereunto duly authorized as of
        the
        day and year first above written.

       

      
        	 	 	 	 	 	 	
                BEAR
                  STEARNS ASSET BACKED SECURITIES
                  I LLC,

                as
                  Depositor

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                /s/
                  Baron Silverstein

              
	 	 	 	 	 	 	 	
                Name:
                  Baron Silverstein

              
	 	 	 	 	 	 	 	
                Title:
                  Vice President

              


      

      


      
        	 	 	 	 	 	 	
                EMC
                  MORTGAGE CORPORATION,

                as
                  Sponsor and Company

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	/s/
                Dana Dillard
	 	 	 	 	 	 	 	
                Name:
                  Dana Dillard

              
	 	 	 	 	 	 	 	
                Title:
                  Senior Vice President

              


      

      


      
        	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, NATIONAL ASSOCIATION,

                as
                  Securities Administrator and Master Servicer

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	/s/
                Stacey Taylor 
	 	 	 	 	 	 	 	
                Name:
                  Stacey Taylor 

              
	 	 	 	 	 	 	 	
                Title:
                  Vice President

              


      

      


      
        	 	 	 	 	 	 	
                U.S.
                  BANK NATIONAL ASSOCIATION,

                as
                  Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	/s/
                Maryellen Hunter
	 	 	 	 	 	 	 	
                Name:
                  Maryellen Hunter

              
	 	 	 	 	 	 	 	
                Title:
                  Assistant Vice President

              


      

       

      


      
        	
                Consented
                  by:

              
	 
	
                FINANCIAL
                  GUARANTY 

              
	
                INSURANCE
                  COMPANY, 

              
	
                as
                  Insurer

              
	 
	/s/
                Katya Sverdlov
	
                Name:
                  Katya Sverdlov

              
	
                Title:
                  Vice President

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

      


      On
        this
        24th day of August, 2006, before me, a notary public in and for said State,
        appeared ____________________, personally known to me on the basis of
        satisfactory evidence to be an authorized representative of Bear Stearns
        Asset
        Backed Securities I LLC, one of the companies that executed the within
        instrument, and also known to me to be the person who executed it on behalf
        of
        such limited liability company and acknowledged to me that such limited
        liability company executed the within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      
        	 	 
	 	
                Notary
                  Public

              


      

      


      


      


      [Notarial
        Seal]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
                  OF MARYLAND

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF BALTIMORE

              	
                )

              	 


      

      


      On
        this
        24th day of August, 2006, before me, a notary public in and for said State,
        appeared ____________________, personally known to me on the basis of
        satisfactory evidence to be an authorized representative of Wells Fargo Bank,
        National Association that executed the within instrument, and also known
        to me
        to be the person who executed it on behalf of such national banking association,
        and acknowledged to me that such national banking association executed the
        within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      
        	 	 
	 	
                Notary
                  Public

              


      

      


      


      


      [Notarial
        Seal]

      


      


      



      
        	
                STATE
                  OF TEXAS

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF DALLAS

              	
                )

              	 


      

      


      On
        this
        24th day of August, 2006, before me, a notary public in and for said State,
        appeared ________________________, personally known to me on the basis of
        satisfactory evidence to be an authorized representative of EMC Mortgage
        Corporation, one of the corporations that executed the within instrument,
        and
        also known to me to be the person who executed it on behalf of such corporation
        and acknowledged to me that such corporation executed the within
        instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      
        	 	 
	 	
                Notary
                  Public

              


      

      


      


      


      [Notarial
        Seal]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
                  OF MASSACHUSETTS

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF SUFFOLK

              	
                )

              	 


      

      


      On
        this
        24th day of August, 2006, before me, a notary public in and for said State,
        appeared ______________________, personally known to me on the basis of
        satisfactory evidence to be an authorized representative of U.S. Bank National
        Association that executed the within instrument, and also known to me to
        be the
        person who executed it on behalf of such corporation, and acknowledged to
        me
        that such corporation executed the within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      
        	 	 
	 	
                Notary
                  Public

              


      

      


      


      


      [Notarial
        Seal]

       

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    EXHIBIT
      A-1

     

    FORM
      OF CLASS [_-[_]A-_][_-_X-_][_-_PO] CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    [FOR
      CLASS I-A-1, CLASS I-A-2, CLASS II-1A-1, CLASS II-1-A2, CLASS II-1PO, CLASS
      II-2A-I, CLASS II-2A-2 AND CLASS II-2PO CERTIFICATES:] THE CERTIFICATE PRINCIPAL
      BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON.
      ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE
      PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
      SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE
      PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED
      HEREIN.

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No.1

            	
              [Adjustable][Fixed]
                Pass-Through Rate

            
	 	 
	
               

              Class
                [_-[_]A-_][_-_X-_][_-_PO] Senior

            	 
	 	 
	
               

              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              January
                1, 2006

            	
               

              Aggregate
                Initial Certificate [Principal Balance][Notional Amount] of this
                Certificate as of the Cut-off Date:

              $[_____________]

            
	 	 
	
               

              First
                Distribution Date:

              February
                27, 2006

            	
               

              Initial
                [Certificate Principal][Notional] Balance of this Certificate as
                of the
                Cut-off Date: $[_____________]

            
	 	 
	
               

              Master
                Servicer:

              Wells
                Fargo Bank, National Association

            	
               

              CUSIP:
                ___________

            
	 	 
	
               

              Assumed
                Final Distribution Date:

              February
                25, 2036

            	 
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

     

    SERIES
      2006-AC1

     

    evidencing
      a percentage interest in the distributions allocable to the Class
      [_-[_]A-_][_-_X-_][_-_PO] Certificates with respect to a Trust Fund consisting
      primarily of a pool of conventional one- to four-family fixed interest rate
      mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Bear Stearns Asset Backed Securities
      I
      LLC, the Master Servicer, the Trustee or the Securities Administrator referred
      to below or any of their affiliates or any other person. Neither this
      Certificate nor the underlying Mortgage Loans are guaranteed or insured by
      any
      governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master
      Servicer, the Trustee or the Securities Administrator or any of their affiliates
      or any other person. None of Bear Stearns Asset Backed Securities I LLC, the
      Master Servicer or any of their affiliates will have any obligation with respect
      to any certificate or other obligation secured by or payable from payments
      on
      the Certificates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced hereby in the beneficial ownership interest of Certificates of the
      same Class as this Certificate in a trust (the “Trust Fund”) generally
      consisting of conventional first lien, fixed rate mortgage loans secured by
      one-
      to four- family residences (collectively, the “Mortgage Loans”) sold by Bear
      Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold
      by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National
      Association will act as master servicer of the Mortgage Loans (the “Master
      Servicer,” which term includes any successors thereto under the Agreement
      referred to below). The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement, dated as of the Cut-off Date specified above (the
“Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage
      Corporation as seller and company, Wells Fargo Bank, National Association,
      as
      Master Servicer and securities administrator (the “Securities Administrator”)
      and U.S. Bank National Association, as trustee (the “Trustee”), a summary of
      certain of the pertinent provisions of which is set forth hereafter. To the
      extent not defined herein, capitalized terms used herein shall have the meaning
      ascribed to them in the Agreement. This Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Certificate by virtue of its acceptance hereof
      assents and by which such Holder is bound.

     

    [For
      Class I-A-1, Class I-A-2, Class II-1-A-1, Class II-1A-2, Class II-2A-1, Class
      2A-2, Class II -1PO and Class II-2PO Certificates:][Interest on this Certificate
      will accrue during the month prior to the month in which a Distribution Date
      (as
      hereinafter defined) occurs on the Certificate Principal Balance hereof at
      a per
      annum rate equal to the Pass-Through Rate set forth above. The Securities
      Administrator will distribute on the 25th day of each month, or, if such 25th
      day is not a Business Day, the immediately following Business Day (each, a
      “Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered at the close of
      business on the last day (or if such last day is not a Business Day, the
      Business Day immediately preceding such last day) of the calendar month
      immediately preceding the month in which the Distribution Date occurs, an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount (of interest and principal, if any) required to be distributed
      to
      the Holders of Certificates of the same Class as this Certificate. The Assumed
      Final Distribution Date is the Distribution Date in the month following the
      latest scheduled maturity date of any Mortgage Loan and is not likely to be
      the
      date on which the Certificate Principal Balance of this Class of Certificates
      will be reduced to zero.][The Class II-1X Certificates and Class II-2X
      Certificates have no Certificate Principal Balance.]

     

    Distributions
      on this Certificate will be made by the Securities Administrator by check mailed
      to the address of the Person entitled thereto as such name and address shall
      appear on the Certificate Register or, if such Person so requests by notifying
      the Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that purpose
      and
      designated in such notice. [The Initial Certificate Principal Balance of this
      Certificate is set forth above. The Certificate Principal Balance hereof will
      be
      reduced to the extent of distributions allocable to principal hereon and any
      Realized Losses allocable thereto.][The Initial Notional Amount of this
      Certificate is set forth above.]

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”). The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    [Financial
      Guaranty Insurance Company, in consideration of the payment of the premium
      and
      subject to the terms of the Policy, has unconditionally and irrevocably
      guaranteed the payment of an amount equal to the Insured Amount (as defined
      in
      the Policy) with respect to the Class I-A-2 Certificates with respect to each
      Distribution Date.]

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund [and the Policy] for payment hereunder and that
      the Trustee or the Securities Administrator is not liable to the
      Certificateholders for any amount payable under this Certificate or the
      Agreement or, except as expressly provided in the Agreement, subject to any
      liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Trustee and the Securities Administrator.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the
      Certificate
      Insurers and the Holders of the Class or Classes of Certificates affected
      thereby evidencing over 50% of the Voting Rights of such Class or Classes.
      Any
      such consent by the Certificate Insurers and the Holder of this Certificate
      shall be conclusive and binding on such Holder and upon all future Holders
      of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator duly executed by the Holder
      hereof or such Holder=s
      attorney duly authorized in writing, and thereupon one or more new Certificates
      in authorized denominations representing a like aggregate Percentage Interest
      will be issued to the designated transferee.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge payable in connection
      therewith. The Depositor, the Master Servicer, the Securities Administrator,
      the
      Trustee and any agent of any of them may treat the Person in whose name this
      Certificate is registered as the owner hereof for all purposes, and none of
      Depositor, the Master Servicer, the Securities Administrator, the Trustee or
      any
      such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Group [I][II]-_ Sub-Trust created
      thereby (other than the obligations to make payments to related
      Certificateholders with respect to the termination of the Agreement) shall
      terminate upon the earlier of (i) the later of (A) the maturity or other
      liquidation (or Advance with respect thereto) of the last Group [I][II]-_
      Mortgage Loan remaining in the Group [I][II]-_ Sub-Trust and disposition of
      all
      property acquired upon foreclosure or deed in lieu of foreclosure of any Group
      [I][II]-_ Mortgage Loan and (B) the remittance of all related funds due under
      the Agreement, or (ii) the optional repurchase by the party named in the
      Agreement of all the Group [I][II]-_ Mortgage Loans and other [related] assets
      of the Group [I][II]-_ Sub-Trust in accordance with the terms of the Agreement.
      Such optional repurchase may be made only on or after the [earlier of (i) the
      first] Distribution Date on which the aggregate Stated Principal Balance of
      the
      Group [I][II]-_ Mortgage Loans is less than [or equal to 20%][the percentage]
      of
      the aggregate Stated Principal Balance [specified in the Agreement] of the
      Group
      [I][II]-_ Mortgage Loans as of the Cut-off Date [and (ii) the Distribution
      Date
      in January 2016]. The exercise of such right will effect the early retirement
      of
      the Group [I][II]-_ Certificates. In no event, however, will the Group I
      Sub-Trust created by the Agreement continue beyond the earlier of (i) the
      expiration of beyond the expiration of 21 years after the death of certain
      persons identified in the Agreement and (ii) the related Latest Possible
      Maturity Date.

     

    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate
      to be duly executed.

    


    
      	
              Dated:
                January 31, 2006

            	 	 	 	
              WELLS
                FARGO BANK,

              NATIONAL
                ASSOCIATION,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Class
      [_-[_]A-_][_-_X-_][_-_PO] Certificates referred to in the within-mentioned
      Agreement.

    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, NATIONAL
                ASSOCIATION,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Percentage Interest evidenced by the
      within Asset-Backed Certificate and hereby authorizes the transfer of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

    


    I
      (We)
      further direct the Certificate Registrar to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

    


    
      	 	 	 
	 	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            


    

    


    


    
      	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    


    


    DISTRIBUTION
      INSTRUCTIONS

    


    This
      assignee should include the following for purposes of distribution:

    


    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      

    
      	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            
	
              Applicable
                statements should be mailed to

            	 	
              ,

            
	 	
              .

            


    

    


    
      	
              This
                information is provided by

            	 	
              ,

            
	
              the
                assignee named above, or

            	 	
              ,

            
	
              as
                its agent.

            	 	 


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-2

     

    FORM
      OF CLASS [_]-M-[_] CERTIFICATE

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
      AS
      DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
      PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
      IN
      THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES,
      THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM
      THE
      DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS
      CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED
      HEREIN.

     

    [For
      Class I-M-1, Class I-M-2 and Class I-M-3] UNLESS THIS CERTIFICATE IS PRESENTED
      BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR
      OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
      CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
      NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER
      USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
      REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     

    [For
      Class I-M-1, Class I-M-2 and Class I-M-3] EACH BENEFICIAL OWNER OF THIS
      CERTIFICATE OR ANY INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED, BY
      VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS CERTIFICATE OR INTEREST HEREIN,
      THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
      (“PLAN”), OR INVESTING WITH ASSETS OF A PLAN OR (II) IT HAS ACQUIRED AND IS
      HOLDING SUCH CERTIFICATE IN RELIANCE ON PROHIBITED TRANSACTION EXEMPTION 90-30,
      AS AMENDED FROM TIME TO TIME (“EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE
      ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE EXEMPTION, INCLUDING THAT
      THE
      CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN "BBB-" (OR
      ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH, INC. OR MOODY'S INVESTORS
      SERVICE, INC., AND THE CERTIFICATE IS SO RATED OR (III) (1) IT IS AN INSURANCE
      COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR
      INTEREST HEREIN IS AN “INSURANCE COMPANY GENERAL ACCOUNT”, AS SUCH TERM IS
      DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION (APTCE@)
      95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
      SATISFIED.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
               

              Certificate
                No.1

            	
               

              Variable
                Pass-Through Rate

            
	 	 
	
               

              CLASS
                [_]-M-[_] Subordinate

            	 
	 	 
	
               

              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              January
                1, 2006

            	
               

              Aggregate
                Initial Certificate Principal Balance of this Certificate as of the
                Cut-off Date:

              $________________

            
	 	 
	
               

              First
                Distribution Date:

              February
                27, 2006

            	
               

              Initial
                Certificate Principal Balance of this Certificate as of the Cut-off
                Date:
                

              $________________

            
	 	 
	
               

              Master
                Servicer:

              Wells
                Fargo Bank, National Association

            	
               

              CUSIP:
                _______________

            
	 	 
	
               

              Assumed
                Final Distribution Date:

              February
                25, 2036

            	 
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2006-AC1

     

    evidencing
      a percentage interest in the distributions allocable to the CLASS [_]-M-[_]
      Certificates with respect to a Trust Fund consisting primarily of a pool of
      conventional one- to four-family fixed interest rate mortgage loans sold by
      BEAR
      STEARNS ASSET BACKED SECURITIES I LLC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Bear Stearns Asset Backed Securities
      I
      LLC, the Master Servicer, the Trustee or the Securities Administrator referred
      to below or any of their affiliates or any other person. Neither this
      Certificate nor the underlying Mortgage Loans are guaranteed or insured by
      any
      governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master
      Servicer, the Trustee or the Securities Administrator or any of their affiliates
      or any other person. None of Bear Stearns Asset Backed Securities I LLC, the
      Master Servicer or any of their affiliates will have any obligation with respect
      to any certificate or other obligation secured by or payable from payments
      on
      the Certificates.

     

    This
      certifies that ________________ is the registered owner of the Percentage
      Interest evidenced hereby in the beneficial ownership interest of Certificates
      of the same Class as this Certificate in a trust (the “Trust Fund”) generally
      consisting of conventional first lien, fixed rate mortgage loans secured by
      one-
      to four- family residences (collectively, the “Mortgage Loans”) sold by Bear
      Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold
      by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National
      Association will act as master servicer of the Mortgage Loans (the “Master
      Servicer,” which term includes any successors thereto under the Agreement
      referred to below). The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage
      Corporation as seller and company, Wells Fargo Bank, National Association,
      as
      Master Servicer and securities administrator (the “Securities Administrator”)
      and U.S. Bank National Association as trustee (the “Trustee”), a summary of
      certain of the pertinent provisions of which is set forth hereafter. To the
      extent not defined herein, capitalized terms used herein shall have the meaning
      ascribed to them in the Agreement. This Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Certificate by virtue of its acceptance hereof
      assents and by which such Holder is bound.

     

    Interest
      on this Certificate will accrue from and including the 25th day of the calendar
      month preceding the month in which a Distribution Date (as hereinafter defined)
      occurs (or, with respect to the first accrual period, the Closing Date) to
      and
      including the 24th day of the calendar month in which that Distribution Date
      occurs on the Certificate Principal Balance hereof at a per annum rate equal
      to
      the Pass-Through Rate set forth above and as further described in the Agreement.
      The Securities Administrator will distribute on the 25th day of each month,
      or,
      if such 25th day is not a Business Day, the immediately following Business
      Day
      (each, a “Distribution Date”), commencing on the First Distribution Date
      specified above, to the Person in whose name this Certificate is registered
      at
      the close of business on the Business Day immediately preceding such
      Distribution Date, an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount (of interest and principal, if
      any)
      required to be distributed to the Holders of Certificates of the same Class
      as
      this Certificate. The Assumed Final Distribution Date is the Distribution Date
      in the month immediately following the month of the latest scheduled maturity
      date of any Mortgage Loan and is not likely to be the date on which the
      Certificate Principal Balance of this Class of Certificates will be reduced
      to
      zero.

     

    Distributions
      on this Certificate will be made by the Securities Administrator by check mailed
      to the address of the Person entitled thereto as such name and address shall
      appear on the Certificate Register or, if such Person so requests by notifying
      the Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that purpose
      and
      designated in such notice. The Initial Certificate Principal Balance of this
      Certificate is set forth above. The Certificate Principal Balance hereof will
      be
      reduced to the extent of distributions allocable to principal hereon and any
      Realized Losses allocable hereto.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”). The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    Each
      beneficial owner of this Certificate or any interest herein shall be deemed
      to
      have represented, by virtue of its acquisition or holding of this certificate
      or
      interest herein, that either (i) it is not an employee benefit plan or other
      retirement arrangement subject to the Employee Retirement Income Security Act
      of
      1974, as amended or section 4975 of the Internal Revenue Code of 1986, as
      amended (“Plan”), or investing with assets of a Plan or (ii) it has acquired and
      is holding such certificate in reliance on Prohibited Transaction Exemption
      90-30, as amended from time to time (“Exemption”), and that it understands that
      there are certain conditions to the availability of the Exemption, including
      that the certificate must be rated, at the time of purchase, not lower than
      “BBB-” (or its equivalent) by Standard & Poor=s,
      Fitch,
      Inc. or Moody=s
      Investors Service, Inc., and the certificate is so rated or (iii) (1) it is
      an
      insurance company, (2) the source of funds used to acquire or hold the
      certificate or interest herein is an “insurance company general account”, as
      such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60,
      and (3) the conditions in Sections I and III of PTCE 95-60 have been
      satisfied.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee or
      the
      Securities Administrator is not liable to the Certificateholders for any amount
      payable under this Certificate or the Agreement or, except as expressly provided
      in the Agreement, subject to any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Trustee and the Securities Administrator.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Certificate Insurers and the Holders
      of the Class or Classes of Certificates affected thereby evidencing over 50%
      of
      the Voting Rights of such Class or Classes. Any such consent by the Certificate
      Insurers and Holder of this Certificate shall be conclusive and binding on
      such
      Holder and upon all future Holders of this Certificate and of any Certificate
      issued upon the transfer hereof or in lieu hereof whether or not notation of
      such consent is made upon this Certificate. The Agreement also permits the
      amendment thereof, in certain limited circumstances, without the consent of
      the
      Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator duly executed by the Holder
      hereof or such Holder=s
      attorney duly authorized in writing, and thereupon one or more new Certificates
      in authorized denominations representing a like aggregate Percentage Interest
      will be issued to the designated transferee.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge payable in connection
      therewith. The Depositor, the Master Servicer, the Securities Administrator,
      the
      Trustee and any agent of any of them may treat the Person in whose name this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Master Servicer, the Securities Administrator, the Trustee or
      any
      such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Group I Sub-Trust created thereby
      (other than the obligations to make payments to related Certificateholders
      with
      respect to the termination of the Agreement) shall terminate upon the earlier
      of
      (i) the later of (A) the maturity or other liquidation (or Advance with respect
      thereto) of the last Group I Mortgage Loan remaining in the Group I Sub-Trust
      and disposition of all property acquired upon foreclosure or deed in lieu of
      foreclosure of any Group I Mortgage Loan and (B) the remittance of all related
      funds due under the Agreement, or (ii) the optional repurchase by the party
      named in the Agreement of all the Group I Mortgage Loans and other related
      assets of the Group I Sub-Trust in accordance with the terms of the Agreement.
      Such optional repurchase may be made only on or after the earlier of (i) the
      first Distribution Date on which the aggregate Stated Principal Balance of
      the
      Group I Mortgage Loans is less than or equal to 20% of the aggregate Stated
      Principal Balance of the Group I Mortgage Loans as of the Cut-off Date and
      (ii)
      the Distribution Date in January 2016. The exercise of such right will effect
      the early retirement of the Group I Certificates. In no event, however, will
      the
      Group I Sub-Trust created by the Agreement continue beyond the earlier of (i)
      the expiration of beyond the expiration of 21 years after the death of certain
      persons identified in the Agreement and (ii) the related Latest Possible
      Maturity Date.

     

    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

    


    
      	
              Dated:
                __________, 20__

            	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the CLASS [_]-M-[_] Certificates referred to in the within-mentioned
      Agreement.

    


    
      	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION, as Securities
                Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Percentage Interest evidenced by the
      within Asset-Backed Certificate and hereby authorizes the transfer of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

    


    I
      (We)
      further direct the Certificate Registrar to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

    


    
      	 	 	 
	 	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            


    

    


    


    
      	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    


    


    DISTRIBUTION
      INSTRUCTIONS

    


    This
      assignee should include the following for purposes of distribution:

    


    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      

    
      	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            
	
              Applicable
                statements should be mailed to

            	 	
              ,

            
	 	
              .

            


    

    


    
      	
              This
                information is provided by

            	 	
              ,

            
	
              the
                assignee named above, or

            	 	
              ,

            
	
              as
                its agent.

            	 	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-3

     

    FORM
      OF CLASS [_]-B-[_] CERTIFICATE

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
      [AND
      THE CLASS I-M-1, CLASS I-M-2 AND CLASS I-M-3 CERTIFICATES][AND THE CLASS _-B-_
      CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
      BELOW).

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
      PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
      IN
      THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES,
      THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM
      THE
      DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS
      CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED
      HEREIN.

     

    [For
      Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class
      II-B-3] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION
      OF
      TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
      THE
      NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
      & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

     

    [For
      Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class
      II-B-3] EACH BENEFICIAL OWNER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL
      BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS
      CERTIFICATE OR INTEREST HEREIN, THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT
      PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED OR SECTION 4975 OF THE INTERNAL REVENUE CODE
      OF
      1986, AS AMENDED (“PLAN”), OR INVESTING WITH ASSETS OF A PLAN OR (II) IT HAS
      ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE ON PROHIBITED TRANSACTION
      EXEMPTION 90-30, AS AMENDED FROM TIME TO TIME (“EXEMPTION”), AND THAT IT
      UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE
      EXEMPTION, INCLUDING THAT THE CERTIFICATE MUST BE RATED, AT THE TIME OF
      PURCHASE, NOT LOWER THAN "BBB-" (OR ITS EQUIVALENT) BY STANDARD & POOR'S,
      FITCH, INC. OR MOODY'S INVESTORS SERVICE, INC., AND THE CERTIFICATE IS SO RATED
      OR (III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE
      OR HOLD THE CERTIFICATE OR INTEREST HEREIN IS AN “INSURANCE COMPANY GENERAL
      ACCOUNT”, AS SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION
      (APTCE@)
      95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
      SATISFIED.  

     

    [For
      Class I-B-4, Class II-B-4, Class II-B-5 and Class II-B-6][THIS CERTIFICATE
      HAS
      NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF,
      BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
      RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
      ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
      SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS
      A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”),
      PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB,
      WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE
      OR
      OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN
      EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
      AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
      D
      UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
      PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
      SUBJECT TO (A) THE RECEIPT BY THE SECURITIES
      ADMINISTRATOR
      OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE
      RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO
      THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR
      TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
      OR
      IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
      STATES AND ANY OTHER APPLICABLE JURISDICTION.]

     

    [For
      Class I-B-4, Class II-B-4, Class II-B-5 and Class II-B-6] [THIS CERTIFICATE
      MAY
      NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT
      PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE
      INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE CERTIFIES
      OR
      REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE
      SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT
      RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL
      OR
      CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO,
      PROHIBITED TRANSACTION EXEMPTION (“PTE”) 84-14, PTE 91-38, PTE 90-1, PTE 95-60
      OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE
      PART OF THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR
      THE
      TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY
      CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS AN OPINION SPECIFIED IN SECTION
      7.08(a) OF THE AGREEMENT IS PROVIDED.] 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
               

              Certificate
                No.1

            	
               

              Adjustable
                Pass-Through Rate

            
	 	 
	
               

              CLASS
                [_]-B-[_] Subordinate

            	 
	 	 
	
               

              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              January
                1, 2006

            	
               

              Aggregate
                Initial Certificate Principal Balance of this Certificate as of the
                Cut-off Date:

              $________________

            
	 	 
	
               

              First
                Distribution Date:

              February
                27, 2006

            	
               

              Initial
                Certificate Principal Balance of this Certificate as of the Cut-off
                Date:
                

              $________________

            
	 	 
	
               

              Master
                Servicer:

              Wells
                Fargo Bank, National Association

            	
               

              CUSIP:
                _______________

            
	 	 
	
               

              Assumed
                Final Distribution Date:

              February
                25, 2036

            	 
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2006-AC1

     

    evidencing
      a percentage interest in the distributions allocable to the CLASS [_]-B-[_]
      Certificates with respect to a Trust Fund consisting primarily of a pool of
      conventional one- to four-family fixed interest rate mortgage loans sold by
      BEAR
      STEARNS ASSET BACKED SECURITIES I LLC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Bear Stearns Asset Backed Securities
      I
      LLC, the Master Servicer, the Trustee or the Securities Administrator referred
      to below or any of their affiliates or any other person. Neither this
      Certificate nor the underlying Mortgage Loans are guaranteed or insured by
      any
      governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master
      Servicer, the Trustee or the Securities Administrator or any of their affiliates
      or any other person. None of Bear Stearns Asset Backed Securities I LLC, the
      Master Servicer or any of their affiliates will have any obligation with respect
      to any certificate or other obligation secured by or payable from payments
      on
      the Certificates.

     

    This
      certifies that ________________ is the registered owner of the Percentage
      Interest evidenced hereby in the beneficial ownership interest of Certificates
      of the same Class as this Certificate in a trust (the “Trust Fund”) generally
      consisting of conventional first lien, fixed rate mortgage loans secured by
      one-
      to four- family residences (collectively, the “Mortgage Loans”) sold by Bear
      Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold
      by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National
      Association will act as master servicer of the Mortgage Loans (the “Master
      Servicer,” which term includes any successors thereto under the Agreement
      referred to below). The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage
      Corporation as seller and company, Wells Fargo Bank, National Association,
      as
      Master Servicer and securities administrator (the “Securities Administrator”)
      and U.S. Bank National Association as trustee (the “Trustee”), a summary of
      certain of the pertinent provisions of which is set forth hereafter. To the
      extent not defined herein, capitalized terms used herein shall have the meaning
      ascribed to them in the Agreement. This Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Certificate by virtue of its acceptance hereof
      assents and by which such Holder is bound.

     

    [For
      the
      Class I-B-4, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates: Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions set forth in the Agreement to the effect that (i) each person
      holding or acquiring any Ownership Interest in this Certificate must be a United
      States Person and a Permitted Transferee, (ii) the transfer of any Ownership
      Interest in this Certificate will be conditioned upon the delivery to the
      Trustee of, among other things, an affidavit to the effect that it is a United
      States Person and Permitted Transferee, (iii) any attempted or purported
      transfer of any Ownership Interest in this Certificate in violation of such
      restrictions will be absolutely null and void and will vest no rights in the
      purported transferee, and (iv) if any person other than a United States Person
      and a Permitted Transferee acquires any Ownership Interest in this Certificate
      in violation of such restrictions, then the Depositor will have the right,
      in
      its sole discretion and without notice to the Holder of this Certificate, to
      sell this Certificate to a purchaser selected by the Depositor, which purchaser
      may be the Depositor, or any affiliate of the Depositor, on such terms and
      conditions as the Depositor may choose.]

     

    [For
      the
      Class I-B-1, Class I-B-2, Class I-B-3 and Class I-B-4 Certificates: Interest
      on
      this Certificate will accrue from and including the 25th day of the calendar
      month preceding the month in which a Distribution Date (as hereinafter defined)
      occurs (or, with respect to the first accrual period, the Closing Date) to
      and
      including the 24th day of the calendar month in which that Distribution Date
      occurs on the Certificate Principal Balance hereof at a per annum rate equal
      to
      the Pass-Through Rate set forth above and as further described in the Agreement.
      The Securities Administrator will distribute on the 25th day of each month,
      or,
      if such 25th day is not a Business Day, the immediately following Business
      Day
      (each, a “Distribution Date”), commencing on the First Distribution Date
      specified above, to the Person in whose name this Certificate is registered
      at
      the close of business on the Business Day immediately preceding such
      Distribution Date, an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount (of interest and principal, if
      any)
      required to be distributed to the Holders of Certificates of the same Class
      as
      this Certificate. The Assumed Final Distribution Date is the Distribution Date
      in the month immediately following the month of the latest scheduled maturity
      date of any Mortgage Loan and is not likely to be the date on which the
      Certificate Principal Balance of this Class of Certificates will be reduced
      to
      zero.]

     

    [For
      the
      Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class
      II-B-6 Certificates: Interest on this Certificate will accrue during the month
      prior to the month in which a Distribution Date (as hereinafter defined) occurs
      on the Certificate Principal Balance hereof at a per annum rate equal to the
      Pass-Through Rate set forth above. The Securities Administrator will distribute
      on the 25th day of each month, or, if such 25th day is not a Business Day,
      the
      immediately following Business Day (each, a ADistribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered at the close of business on the
      last day (or if such last day is not a Business Day, the Business Day
      immediately preceding such last day) of the calendar month immediately preceding
      the month in which the Distribution Date occurs, an amount equal to the product
      of the Percentage Interest evidenced by this Certificate and the amount (of
      interest and principal, if any) required to be distributed to the Holders of
      Certificates of the same Class as this Certificate. The Assumed Final
      Distribution Date is the Distribution Date in the month following the latest
      scheduled maturity date of any Mortgage Loan and is not likely to be the date
      on
      which the Certificate Principal Balance of this Class of Certificates will
      be
      reduced to zero.]

     

    Distributions
      on this Certificate will be made by the Securities Administrator by check mailed
      to the address of the Person entitled thereto as such name and address shall
      appear on the Certificate Register or, if such Person so requests by notifying
      the Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that purpose
      and
      designated in such notice. The Initial Certificate Principal Balance of this
      Certificate is set forth above. The Certificate Principal Balance hereof will
      be
      reduced to the extent of distributions allocable to principal hereon and any
      Realized Losses allocable hereto.

     

    [For
      the
      Class I-B-4, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates: No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator shall require receipt of (i) if such transfer is
      purportedly being made in reliance upon Rule 144A under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer, and from such Holder’s prospective transferee, substantially in the
      forms attached to the Agreement as Exhibit E and either F or G, as applicable,
      and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
      such
      transfer may be made without such registration or qualification (which Opinion
      of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
      Trustee, the Securities Administrator or the Master Servicer in their respective
      capacities as such), together with copies of the written certification(s) of
      the
      Holder of the Certificate desiring to effect the transfer and/or such Holder’s
      prospective transferee upon which such Opinion of Counsel is based. Neither
      the
      Depositor nor the Trustee is obligated to register or qualify the Class of
      Certificates specified on the face hereof under the 1933 Act or any other
      securities law or to take any action not otherwise required under the Agreement
      to permit the transfer of such Certificates without registration or
      qualification. Any Holder desiring to effect a transfer of this Certificate
      shall be required to indemnify the Trustee, the Securities Administrator, the
      Depositor, the Seller and the Master Servicer against any liability that may
      result if the transfer is not so exempt or is not made in accordance with such
      federal and state laws.]

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”). The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    [For
      Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class
      II-B-3 Certificates: Each beneficial owner of this Certificate or any interest
      herein shall be deemed to have represented, by virtue of its acquisition or
      holding of this certificate or interest herein, that either (i) it is not an
      employee benefit plan or other retirement arrangement subject to the Employee
      Retirement Income Security Act of 1974, as amended or section 4975 of the
      Internal Revenue Code of 1986, as amended (“Plan”), or investing with assets of
      a Plan or (ii) it has acquired and is holding such certificate in reliance
      on
      Prohibited Transaction Exemption 90-30, as amended from time to time
      (“Exemption”), and that it understands that there are certain conditions to the
      availability of the Exemption, including that the certificate must be rated,
      at
      the time of purchase, not lower than “BBB-” (or its equivalent) by Standard
& Poor=s,
      Fitch,
      Inc. or Moody=s
      Investors Service, Inc., and the certificate is so rated or (iii) (1) it is
      an
      insurance company, (2) the source of funds used to acquire or hold the
      certificate or interest herein is an “insurance company general account”, as
      such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60,
      and (3) the conditions in Sections I and III of PTCE 95-60 have been
      satisfied.]

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee or
      the
      Securities Administrator is not liable to the Certificateholders for any amount
      payable under this Certificate or the Agreement or, except as expressly provided
      in the Agreement, subject to any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Trustee and the Securities Administrator.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Certificate Insurers and the Holders
      of the Class or Classes of Certificates affected thereby evidencing over 50%
      of
      the Voting Rights of such Class or Classes. Any such consent by the Certificate
      Insurers and the Holder of this Certificate shall be conclusive and binding
      on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator duly executed by the Holder
      hereof or such Holder=s
      attorney duly authorized in writing, and thereupon one or more new Certificates
      in authorized denominations representing a like aggregate Percentage Interest
      will be issued to the designated transferee.

     

    [For
      the
      Class I-B-4, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates: This
      Certificate may not be acquired directly or indirectly by, or on behalf of,
      an
      employee benefit plan or other retirement arrangement which is subject to Title
      I of the Employee Retirement Income Security Act of 1974, as amended, or Section
      4975 of the Internal Revenue Code of 1986, as amended, unless the transferee
      certifies or represents that the proposed transfer and holding of a Certificate
      and the servicing, management and operation of the trust and its assets: (i)
      will not result in any prohibited transaction which is not covered under an
      individual or class prohibited transaction exemption, including, but not limited
      to, Prohibited Transaction Exemption (“PTE”) 84-14, PTE 91-38, PTE 90-1, PTE
      95-60 or PTE 96-23 and (ii) will not give rise to any additional obligations
      on
      the part of the Depositor, the Master Servicer or the Trustee, which will be
      deemed represented by an owner of a Book-Entry Certificate or a Global
      Certificate or unless an opinion specified in section 7.02 of the Agreement
      is
      provided. This Certificate is one of a duly authorized issue of Certificates
      designated as set forth on the face hereof (the “Certificates”). The
      Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.]

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge payable in connection
      therewith. The Depositor, the Master Servicer, the Securities Administrator,
      the
      Trustee and any agent of any of them may treat the Person in whose name this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Master Servicer, the Securities Administrator, the Trustee or
      any
      such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Group II-[_] Sub-Trust created
      thereby (other than the obligations to make payments to related
      Certificateholders with respect to the termination of the Agreement) shall
      terminate upon the earlier of (i) the later of (A) the maturity or other
      liquidation (or Advance with respect thereto) of the last Group II-[_] Mortgage
      Loan remaining in the Group II-[_] Sub-Trust and disposition of all property
      acquired upon foreclosure or deed in lieu of foreclosure of any Group I Mortgage
      Loan and (B) the remittance of all related funds due under the Agreement, or
      (ii) the optional repurchase by the party named in the Agreement of all the
      Group I Mortgage Loans and other related assets of the Group II-[_] Sub-Trust
      in
      accordance with the terms of the Agreement. Such optional repurchase may be
      made
      only on or after the [earlier of (i) the first] Distribution Date on which
      the
      aggregate Stated Principal Balance [specified in the Agreement] of the Group
      II-[_] Mortgage Loans is less than [or equal to 20%][the percentage] of the
      aggregate Stated Principal Balance of the Group II-[_] Mortgage Loans [as
      of][at] the Cut-off Date [and (ii) the Distribution Date in January 2016].
      The
      exercise of such right will effect the early retirement of the Group II-[_]
      Certificates. In no event, however, will the Group II-[_] Sub-Trust created
      by
      the Agreement continue beyond the earlier of (i) the expiration of beyond the
      expiration of 21 years after the death of certain persons identified in the
      Agreement and (ii) the related Latest Possible Maturity Date.

     

    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate
      to be duly executed.

    


    
      	
              Dated:
                January 31, 2006

            	 	 	 	
              WELLS
                FARGO BANK, NATIONAL
                ASSOCIATION,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Class [_]-B-[_] Certificates referred to in the within-mentioned
      Agreement.

    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION, as Securities
                Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Percentage Interest evidenced by the
      within Asset-Backed Certificate and hereby authorizes the transfer of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

    


    I
      (We)
      further direct the Certificate Registrar to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

    


    
      	 	 	 
	 	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            


    

    


    


    
      	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    


    


    DISTRIBUTION
      INSTRUCTIONS

    


    This
      assignee should include the following for purposes of distribution:

    


    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      

    
      	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            
	
              Applicable
                statements should be mailed to

            	 	
              ,

            
	 	
              .

            


    

    


    
      	
              This
                information is provided by

            	 	
              ,

            
	
              the
                assignee named above, or

            	 	
              ,

            
	
              as
                its agent.

            	 	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-4

     

    FORM
      OF CLASS
      I-C CERTIFICATE

     

    SOLELY
      FOR
      U.S.
      FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL
      ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
      IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE
“CODE”).

     

    THIS
      CERTIFICATE
      HAS NOT
      BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF,
      BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
      RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
      ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
      SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS
      A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”),
      PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB,
      WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE
      OR
      OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN
      EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
      AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
      D
      UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
      PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
      SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINiSTRATOR OF A LETTER
      SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY
      THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE
      SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN
      COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE
      IN
      ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY
      OTHER APPLICABLE JURISDICTION.

     

    NO
      TRANSFER
      OF THIS
      CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER
      A
      CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT OR AN OPINION OF
      COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE TRUSTEE AND THE SECURITIES
      ADMINISTRATOR THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE WILL NOT
      CONSTITUTE OR RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE “PLAN ASSETS”
UNDER ERISA OR THE CODE, WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED
      TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
      OF
      1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
      TRUSTEE, THE MASTER SERVICER OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION
      OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
      AGREEMENT.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No. 1

            	
              Percentage
                Interest: 100%

            
	 	 
	
              Class
                I-C

            	
              Variable
                Pass-Through Rate

            
	 	 
	
              Date
                of Pooling and Servicing Agreement 

              and
                Cut-off Date:

              January
                1, 2006

            	
              Aggregate
                Certificate Notional Amount of this Certificate as of the Cut-off
                Date:

              $____________

            
	 	 
	
              First
                Distribution Date:

              February
                27, 2006

            	
              Initial
                Certificate Notional Amount of this Certificate as of the Cut-off
                Date:

              $____________

            
	 	 
	
              Master
                Servicer:

              Wells
                Fargo Bank, National Association

            	
              CUSIP:
                073879 [___]

            
	 	 
	
              Assumed
                Final Distribution Date:

              February
                25, 2036

            	 
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2006-AC1

     

    evidencing
      a percentage interest in the distributions allocable to the Class I-C
      Certificates with respect to a Trust Fund consisting primarily of a pool of
      conventional one- to four-family fixed interest rate mortgage loans sold by
      BEAR
      STEARNS ASSET BACKED SECURITIES I LLC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Bear Stearns Asset Backed Securities
      I
      LLC, the Master Servicer, the Trustee or the Securities Administrator referred
      to below or any of their affiliates or any other person. Neither this
      Certificate nor the underlying Mortgage Loans are guaranteed or insured by
      any
      governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master
      Servicer, the Trustee or the Securities Administrator or any of their affiliates
      or any other person. None of Bear Stearns Asset Backed Securities I LLC, the
      Master Servicer or any of their affiliates will have any obligation with respect
      to any certificate or other obligation secured by or payable from payments
      on
      the Certificates.

     

    This
      certifies that Bear, Stearns Securities Corp. is the registered owner of the
      Percentage Interest evidenced hereby in the beneficial ownership interest of
      Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
      generally consisting of conventional first lien, fixed rate mortgage loans
      secured by one- to four- family residences (collectively, the “Mortgage Loans”)
      sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage
      Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo
      Bank, National Association will act as master servicer of the Mortgage Loans
      (the “Master Servicer,” which term includes any successors thereto under the
      Agreement referred to below). The Trust Fund was created pursuant to the Pooling
      and Servicing Agreement, dated as of the Cut-off Date specified above (the
      “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage
      Corporation as seller and company, Wells Fargo Bank, National Association,
      as
      Master Servicer and securities administrator (the “Securities Administrator”)
      and U.S. Bank National Association, as trustee (the “Trustee”), a summary of
      certain of the pertinent provisions of which is set forth hereafter. To the
      extent not defined herein, capitalized terms used herein shall have the meaning
      ascribed to them in the Agreement. This Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Certificate by virtue of its acceptance hereof
      assents and by which such Holder is bound.

     

    The
      Securities
      Administrator
      will
      distribute on the 25th day of each month, or, if such 25th day is not a Business
      Day, the immediately following Business Day (each, a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered at the close of business on the last
      day (or if such last day is not a Business Day, the Business Day immediately
      preceding such last day) of the calendar month immediately preceding the month
      in which the Distribution Date occurs, an amount equal to the product of the
      Percentage Interest evidenced by this Certificate and the amounts required
      to be
      distributed to the Holders of Certificates of the same Class as this
      Certificate. The Assumed Final Distribution Date is the Distribution Date in
      the
      month following the latest scheduled maturity date of any Mortgage
      Loan.

     

    Distributions
      on this Certificate will be made by the Securities Administrator by check mailed
      to the address of the Person entitled thereto as such name and address shall
      appear on the Certificate Register or, if such Person so requests by notifying
      the Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that purpose
      and
      designated in such notice.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator shall require receipt of (i) if such transfer is
      purportedly being made in reliance upon Rule 144A under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer, and from such Holder’s prospective transferee, substantially in the
      forms attached to the Agreement as Exhibit D and either Exhibit E or Exhibit
      F,
      as applicable, and (ii) in all other cases, an Opinion of Counsel satisfactory
      to it that such transfer may be made without such registration or qualification
      (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
      Depositor, the Trustee, the Securities Administrator or the Master Servicer
      in
      their respective capacities as such), together with copies of the written
      certification(s) of the Holder of the Certificate desiring to effect the
      transfer and/or such Holder’s prospective transferee upon which such Opinion of
      Counsel is based. Neither the Depositor nor the Trustee is obligated to register
      or qualify the Class of Certificates specified on the face hereof under the
      1933
      Act or any other securities law or to take any action not otherwise required
      under the Agreement to permit the transfer of such Certificates without
      registration or qualification. Any Holder desiring to effect a transfer of
      this
      Certificate shall be required to indemnify the Trustee, the Securities
      Administrator, the Depositor, the Seller and the Master Servicer against any
      liability that may result if the transfer is not so exempt or is not made in
      accordance with such federal and state laws.

     

    No
      transfer of this Class I-C Certificate will be made unless the Securities
      Administrator shall have received either (i) the opinion of counsel set forth
      in
      section 7.02(b) of the Pooling Agreement or (ii) a representation letter, in
      the
      form as described by the Agreement, stating that the transferee is not an
      employee benefit or other plan subject to the prohibited transaction provisions
      of ERISA or Section 4975 of the Code (a “Plan”), or any other person (including
      an investment manager, a named fiduciary or a trustee of any Plan) acting,
      directly or indirectly, on behalf of or purchasing any Certificate with “plan
      assets” of any Plan.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”). The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee or
      the
      Securities Administrator is not liable to the Certificateholders for any amount
      payable under this Certificate or the Agreement or, except as expressly provided
      in the Agreement, subject to any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Trustee and the Securities Administrator.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Insurer and the Certificateholders under the Agreement from
      time to time by the parties thereto with the consent of the Insurer and the
      Holders of the Class or Classes of Certificates affected thereby evidencing
      over
      50% of the Voting Rights of such Class or Classes. Any such consent by the
      Holder of this Certificate shall be conclusive and binding on such Holder and
      upon all future Holders of this Certificate and of any Certificate issued upon
      the transfer hereof or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator duly executed by the Holder
      hereof or such Holder’s attorney duly authorized in writing, and thereupon one
      or more new Certificates in authorized denominations representing a like
      aggregate Percentage Interest will be issued to the designated
      transferee.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge payable in connection
      therewith. The Depositor, the Securities Administrator, the Master Servicer,
      the
      Trustee and any agent of any of them may treat the Person in whose name this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Securities Administrator, the Master Servicer, the Trustee or
      any
      such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to Certificateholders with respect to
      the
      termination of the Agreement) shall terminate upon the earlier of (i) the later
      of (A) the maturity or other liquidation (or Advance with respect thereto)
      of
      the last Mortgage Loan remaining in the Trust Fund and disposition of all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and (B) the remittance of all funds due under the Agreement,
      or
      (ii) the optional repurchase by the party named in the Agreement of all the
      related Mortgage Loans and other related assets of the Trust Fund in accordance
      with the terms of the Agreement. Such optional repurchase may be made only
      on or
      after the earlier of (i) the first Distribution Date on which the aggregate
      Stated Principal Balance of the related Mortgage Loans is less than or equal
      to
      20% of the aggregate Stated Principal Balance of the related Mortgage Loans
      as
      of the Cut-off Date and (ii) the Distribution Date in January 2016. The exercise
      of such right will effect the early retirement of the Certificates. In no event,
      however, will the Trust Fund created by the Agreement continue beyond the
      expiration of 21 years after the death of certain persons identified in the
      Agreement.

     

    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    
      	
              Dated:
                January 31, 2006

            	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class I-C Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Percentage Interest evidenced by the
      within Asset-Backed Certificate and hereby authorizes the transfer of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

    


    I
      (We)
      further direct the Certificate Registrar to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

    


    
      	 	 	 
	 	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            


    

    


    


    
      	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    


    


    DISTRIBUTION
      INSTRUCTIONS

    


    This
      assignee should include the following for purposes of distribution:

    


    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      

    
      	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            
	
              Applicable
                statements should be mailed to

            	 	
              ,

            
	 	
              .

            


    

    


    
      	
              This
                information is provided by

            	 	
              ,

            
	
              the
                assignee named above, or

            	 	
              ,

            
	
              as
                its agent.

            	 	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-5

     

    FORM
      OF CLASS [_]-[_]P CERTIFICATES

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
      PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
      CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
      DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
      MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
      ADMINISTRATOR NAMED HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
      HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
      MAY
      BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
      THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
      144A
      UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
      BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
      (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
      QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
      PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
      TO
      AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
      (IF
      AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
      D
      UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
      PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
      SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
      SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY
      THE
      SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
      ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
      WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE
      WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
      APPLICABLE JURISDICTION.

     

    THIS
      CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
      AN
      EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
      I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
      4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED
      TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
      ADDRESSED TO THE TRUSTEE, DEPOSITOR, MASTER SERVICER AND SECURITIES
      ADMINISTRATOR AND ON WHICH THEY MAY RELY THAT IS SATISFACTORY TO THE SECURITIES
      ADMINISTRATOR THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF SUCH PERSON WILL
      NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE
      UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON
      THE
      PART OF THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR
      THE
      TRUSTEE.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
               

              Certificate
                No.1

            	
               

              Percentage
                Interest: 100%

            
	 	 
	
               

              Class
                [_]-[_]P

            	 
	 	 
	
               

              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              January
                1, 2006

            	
               

              Aggregate
                Initial Certificate Principal Balance of this Certificate as of the
                Cut-off Date:

              $100.00

            
	 	 
	
               

              First
                Distribution Date:

              February
                27, 2006

            	
               

              Initial
                Certificate Principal Balance of this Certificate as of the Cut-off
                Date:
                

              $100.00

            
	 	 
	
               

              Master
                Servicer:

              Wells
                Fargo Bank, National Association

            	
               

              CUSIP:
                _________________

            
	 	 
	
               

              Assumed
                Final Distribution Date:

              February
                25, 2036

            	 
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2006-AC1

     

    evidencing
      a percentage interest in the distributions allocable to the Class [_]-[_]P
      Certificates with respect to a Trust Fund consisting primarily of a pool of
      conventional one- to four-family fixed interest rate mortgage loans sold by
      BEAR
      STEARNS ASSET BACKED SECURITIES I LLC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Bear Stearns Asset Backed Securities
      I
      LLC, the Master Servicer, the Trustee or the Securities Administrator referred
      to below or any of their affiliates or any other person. Neither this
      Certificate nor the underlying Mortgage Loans are guaranteed or insured by
      any
      governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master
      Servicer, the Trustee or the Securities Administrator or any of their affiliates
      or any other person. None of Bear Stearns Asset Backed Securities I LLC, the
      Master Servicer or any of their affiliates will have any obligation with respect
      to any certificate or other obligation secured by or payable from payments
      on
      the Certificates.

     

    This
      certifies that Bear, Stearns Securities Corp. is the registered owner of the
      Percentage Interest evidenced hereby in the beneficial ownership interest of
      Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
      generally consisting of conventional first lien, fixed rate mortgage loans
      secured by one- to four- family residences (collectively, the “Mortgage Loans”)
      sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage
      Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo
      Bank, National Association will act as master servicer of the Mortgage Loans
      (the “Master Servicer,” which term includes any successors thereto under the
      Agreement referred to below). The Trust Fund was created pursuant to the Pooling
      and Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage
      Corporation as seller and company, Wells Fargo Bank, National Association,
      as
      Master Servicer and securities administrator (the “Securities Administrator”)
      and U.S. Bank National Association, as trustee (the “Trustee”), a summary of
      certain of the pertinent provisions of which is set forth hereafter. To the
      extent not defined herein, capitalized terms used herein shall have the meaning
      ascribed to them in the Agreement. This Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Certificate by virtue of its acceptance hereof
      assents and by which such Holder is bound.

     

    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions set forth in the Agreement to the effect that (i) each person
      holding or acquiring any Ownership Interest in this Certificate must be a United
      States Person and a Permitted Transferee, (ii) the transfer of any Ownership
      Interest in this Certificate will be conditioned upon the delivery to the
      Securities Administrator of, among other things, an affidavit to the effect
      that
      it is a United States Person and Permitted Transferee, (iii) any attempted
      or
      purported transfer of any Ownership Interest in this Certificate in violation
      of
      such restrictions will be absolutely null and void and will vest no rights
      in
      the purported transferee, and (iv) if any person other than a United States
      Person and a Permitted Transferee acquires any Ownership Interest in this
      Certificate in violation of such restrictions, then the Depositor will have
      the
      right, in its sole discretion and without notice to the Holder of this
      Certificate, to sell this Certificate to a purchaser selected by the Depositor,
      which purchaser may be the Depositor, or any affiliate of the Depositor, on
      such
      terms and conditions as the Depositor may choose.

     

    The
      Securities Administrator will distribute on the 25th
      day of
      each month, or, if such 25th day is not a Business Day, the immediately
      following Business Day (each, a “Distribution Date”), commencing on the First
      Distribution Date specified above, to the Person in whose name this Certificate
      is registered at the close of business on the last day (or if such last day
      is
      not a Business Day, the Business Day immediately preceding such last day) of
      the
      calendar month immediately preceding the month in which the Distribution Date
      occurs, an amount equal to the product of the Percentage Interest evidenced
      by
      this Certificate and the amounts required to be distributed to the Holders
      of
      Certificates of the same Class as this Certificate. The Assumed Final
      Distribution Date is the Distribution Date in the month following the latest
      scheduled maturity date of any Mortgage Loan.

     

    Distributions
      on this Certificate will be made by the Securities Administrator by check mailed
      to the address of the Person entitled thereto as such name and address shall
      appear on the Certificate Register or, if such Person so requests by notifying
      the Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that
      purpose and designated in such notice.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator shall require receipt of (i) if such transfer is
      purportedly being made in reliance upon Rule 144A under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer, and from such Holder=s
      prospective transferee, substantially in the forms attached to the Agreement
      as
      Exhibit E and either F or G, as applicable, and (ii) in all other cases, an
      Opinion of Counsel satisfactory to it that such transfer may be made without
      such registration or qualification (which Opinion of Counsel shall not be an
      expense of the Trust Fund or of the Depositor, the Trustee, the Securities
      Administrator or the Master Servicer in their respective capacities as such),
      together with copies of the written certification(s) of the Holder of the
      Certificate desiring to effect the transfer and/or such Holder=s
      prospective transferee upon which such Opinion of Counsel is based. Neither
      the
      Depositor nor the Securities Administrator is obligated to register or qualify
      the Class of Certificates specified on the face hereof under the 1933 Act or
      any
      other securities law or to take any action not otherwise required under the
      Agreement to permit the transfer of such Certificates without registration
      or
      qualification. Any Holder desiring to effect a transfer of this Certificate
      shall be required to indemnify the Trustee, the Securities Administrator, the
      Depositor, the Seller and the Master Servicer against any liability that may
      result if the transfer is not so exempt or is not made in accordance with such
      federal and state laws.

     

    This
      certificate may not be acquired directly or indirectly by, or on behalf of,
      an
      employee benefit plan or other retirement arrangement which is subject to title
      I of the Employee Retirement Income Security Act of 1974, as amended, or section
      4975 of the Internal Revenue Code of 1986, as amended, unless the proposed
      transferee provides the Securities Administrator with an opinion of counsel
      addressed to the Trustee, Master Servicer and the Securities Administrator
      and
      on which they may rely (which shall not be at the expense of the Trustee, Master
      Servicer or the Securities Administrator) which is acceptable to the Trustee,
      that the purchase of this Certificate will not result in or constitute a
      nonexempt prohibited transaction, is permissible under applicable law and will
      not give rise to any additional obligations on the part of the Depositor, the
      Master Servicer, the Securities Administrator or the Trustee.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”). The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee or
      the
      Securities Administrator is not liable to the Certificateholders for any amount
      payable under this Certificate or the Agreement or, except as expressly provided
      in the Agreement, subject to any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Trustee and the Securities Administrator.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Certificates Insurers and the
      Holders of the Class or Classes of Certificates affected thereby evidencing
      over
      50% of the Voting Rights of such Class or Classes. Any such consent by the
      Certificates Insurers and the Holder of this Certificate shall be conclusive
      and
      binding on such Holder and upon all future Holders of this Certificate and
      of
      any Certificate issued upon the transfer hereof or in lieu hereof whether or
      not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator duly executed by the Holder
      hereof or such Holder=s
      attorney duly authorized in writing, and thereupon one or more new Certificates
      in authorized denominations representing a like aggregate Percentage Interest
      will be issued to the designated transferee.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge payable in connection
      therewith. The Depositor, the Securities Administrator , the Master Servicer,
      the Trustee and any agent of any of them may treat the Person in whose name
      this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Securities Administrator, the Master Servicer, the Trustee or
      any
      such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to Certificateholders with respect to
      the
      termination of the Agreement) shall terminate upon the earlier of (i) the later
      of (A) the maturity or other liquidation (or Advance with respect thereto)
      of
      the last Mortgage Loan remaining in the Trust Fund and disposition of all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and (B) the remittance of all funds due under the Agreement,
      or
      (ii) the optional repurchase by the party named in the Agreement of all the
      Mortgage Loans and other assets of the Trust Fund in accordance with the terms
      of the Agreement. Such optional repurchase may be made only on or after the
      Distribution Date on which the aggregate Stated Principal Balance of the
      Mortgage Loans is less than the percentage of the aggregate Stated Principal
      Balance specified in the Agreement of the Mortgage Loans at the Cut-off Date.
      The exercise of such right will effect the early retirement of the Certificates.
      In no event, however, will the Trust Fund created by the Agreement continue
      beyond the expiration of 21 years after the death of certain persons identified
      in the Agreement.

     

    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

    


    
      	
              Dated:
                January 31, 2006

            	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Class [_]-[_]P Certificates referred to in the within-mentioned
      Agreement.

    


    
      	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,
                

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Percentage Interest evidenced by the
      within Asset-Backed Certificate and hereby authorizes the transfer of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

    


    I
      (We)
      further direct the Certificate Registrar to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

    


    
      	 	 	 
	 	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            


    

    


    


    
      	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    


    


    DISTRIBUTION
      INSTRUCTIONS

    


    This
      assignee should include the following for purposes of distribution:

    


    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      

    
      	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            
	
              Applicable
                statements should be mailed to

            	 	
              ,

            
	 	
              .

            


    

    


    
      	
              This
                information is provided by

            	 	
              ,

            
	
              the
                assignee named above, or

            	 	
              ,

            
	
              as
                its agent.

            	 	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-6

     

    FORM
      OF CLASS II-1R-[_] CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
      OR A
      DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
      AN
      EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
      I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
      4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED
      TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
      ADDRESSED TO THE TRUSTEE, DEPOSITOR, MASTER SERVICER AND SECURITIES
      ADMINISTRATOR AND ON WHICH THEY MAY RELY THAT IS SATISFACTORY TO THE SECURITIES
      ADMINISTRATOR THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF SUCH PERSON WILL
      NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE
      UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON
      THE
      PART OF THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR
      THE
      TRUSTEE.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SECURITIES
      ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
      OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
      AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
      WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
      FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
      GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
      OR
      ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
      (OTHER THAN CERTAIN FARMERS=
      COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE
      TAX
      IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE
      TAX
      IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511
      OF
      THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE
      COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING
      LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED
      IN
      THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS
      A
“DISQUALIFIED ORGANIZATION”), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION,
      (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF
      TAX
      AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO
      THE
      FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
      IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
      CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
      ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
      EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
      FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
      DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
      OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF
      THIS
      PARAGRAPH.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No.1

            	 
	 	 
	
               

              CLASS
                II-1R-[_]
                

            	 
	 	 
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              January
                1, 2006

            	 
	 	
              Aggregate
                Initial Certificate Principal Balance of this Certificate as of the
                Cut-off Date: $50.00

            
	
              First
                Distribution Date:

              February
                27, 2006

            	 
	 	
              Initial
                Certificate Principal Balance of this Certificate as of the Cut-off
                Date:
                $50.00

            
	
              Master
                Servicer:

              Wells
                Fargo Bank, National Association

            	 
	 	
              CUSIP:
                [____________]

            
	
              Assumed
                Final Distribution Date:

              February
                25, 2036

            	 
	 	 


    

    ASSET-BACKED
      CERTIFICATE

    SERIES
      2006-AC1

     

    evidencing
      a percentage interest in the distributions allocable to the CLASS II-1R-[_]
      Certificates with respect to a Trust Fund consisting primarily of a pool of
      conventional one- to four-family fixed interest rate mortgage loans sold by
      BEAR
      STEARNS ASSET BACKED SECURITIES I LLC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Bear Stearns Asset Backed Securities
      I
      LLC, the Master Servicer, the Trustee or the Securities Administrator referred
      to below or any of their affiliates or any other person. Neither this
      Certificate nor the underlying Mortgage Loans are guaranteed or insured by
      any
      governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master
      Servicer, the Trustee or the Securities Administrator or any of their affiliates
      or any other person. None of Bear Stearns Asset Backed Securities I LLC, the
      Master Servicer or any of their affiliates will have any obligation with respect
      to any certificate or other obligation secured by or payable from payments
      on
      the Certificates.

     

    This
      certifies that __________________ is the registered owner of the Percentage
      Interest evidenced hereby in the beneficial ownership interest of Certificates
      of the same Class as this Certificate in a trust (the “Trust Fund”) generally
      consisting of conventional first lien, fixed rate mortgage loans secured by
      one-
      to four- family residences (collectively, the “Mortgage Loans”) sold by Bear
      Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold
      by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National
      Association will act as master servicer of the Mortgage Loans (the “Master
      Servicer,” which term includes any successors thereto under the Agreement
      referred to below). The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage
      Corporation as seller and company, Wells Fargo Bank, National Association,
      as
      Master Servicer and securities administrator (the “Securities Administrator”)
      and U.S. Bank National Association as trustee (the “Trustee”), a summary of
      certain of the pertinent provisions of which is set forth hereafter. To the
      extent not defined herein, capitalized terms used herein shall have the meaning
      ascribed to them in the Agreement. This Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Certificate by virtue of its acceptance hereof
      assents and by which such Holder is bound.

     

    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions set forth in the Agreement to the effect that (i) each person
      holding or acquiring any Ownership Interest in this Certificate must be a United
      States Person and a Permitted Transferee, (ii) the transfer of any Ownership
      Interest in this Certificate will be conditioned upon the delivery to the
      Trustee of, among other things, an affidavit to the effect that it is a United
      States Person and Permitted Transferee, (iii) any attempted or purported
      transfer of any Ownership Interest in this Certificate in violation of such
      restrictions will be absolutely null and void and will vest no rights in the
      purported transferee, and (iv) if any person other than a United States Person
      and a Permitted Transferee acquires any Ownership Interest in this Certificate
      in violation of such restrictions, then the Depositor will have the right,
      in
      its sole discretion and without notice to the Holder of this Certificate, to
      sell this Certificate to a purchaser selected by the Depositor, which purchaser
      may be the Depositor, or any affiliate of the Depositor, on such terms and
      conditions as the Depositor may choose.

     

    The
      Securities Administrator will distribute on the 25th day of each month, or,
      if
      such 25th day is not a Business Day, the immediately following Business Day
      (each, a “Distribution Date”), commencing on the First Distribution Date
      specified above, to the Person in whose name this Certificate is registered
      at
      the close of business on the last Business Day of the calendar month preceding
      the month of such Distribution Date, an amount equal to the product of the
      Percentage Interest evidenced by this Certificate and the amount of principal
      required to be distributed to the Holders of Certificates of the same Class
      as
      this Certificate. The Assumed Final Distribution Date is the Distribution Date
      in the month immediately following the month of the latest scheduled maturity
      date of any Mortgage Loan and is not likely to be the date on which the
      Certificate Principal Balance of this Class of Certificates will be reduced
      to
      zero.

     

    Distributions
      on this Certificate will be made by the Securities Administrator by check mailed
      to the address of the Person entitled thereto as such name and address shall
      appear on the Certificate Register or, if such Person so requests by notifying
      the Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that purpose
      and
      designated in such notice.

     

    The
      Initial Certificate Principal Balance of this Certificate is set forth above.
      The Certificate Principal Balance hereof will be reduced to the extent of
      distributions allocable to principal hereon and any Realized Losses allocable
      hereto.

     

    This
      certificate may not be acquired directly or indirectly by, or on behalf of,
      an
      employee benefit plan or other retirement arrangement which is subject to title
      I of the Employee Retirement Income Security Act of 1974, as amended, or section
      4975 of the Internal Revenue Code of 1986, as amended, unless the proposed
      transferee provides the Securities Administrator with an opinion of counsel
      addressed to the Trustee, Master Servicer and the Securities Administrator
      and
      on which they may rely (which shall not be at the expense of the Trustee, Master
      Servicer or the Securities Administrator) which is acceptable to the Securities
      Administrator, that the purchase of this Certificate will not result in or
      constitute a nonexempt prohibited transaction, is permissible under applicable
      law and will not give rise to any additional obligations on the part of the
      Depositor, the Master Servicer, the Securities Administrator or the
      Trustee.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”). The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee and
      the
      Securities Administrator is not liable to the Certificateholders for any amount
      payable under this Certificate or the Agreement or, except as expressly provided
      in the Agreement, subject to any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Trustee and the Securities Administrator.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Certificate Insurers and the Holders
      of the Class or Classes of Certificates affected thereby evidencing over 50%
      of
      the Voting Rights of such Class or Classes. Any such consent by the Certificate
      Insurers and the Holder of this Certificate shall be conclusive and binding
      on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator duly executed by the Holder
      hereof or such Holder=s
      attorney duly authorized in writing, and thereupon one or more new Certificates
      in authorized denominations representing a like aggregate Percentage Interest
      will be issued to the designated transferee.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge payable in connection
      therewith. The Depositor, the Master Servicer, Securities Administrator, the
      Trustee and any agent of any of them may treat the Person in whose name this
      Certificate is registered as the owner hereof for all purposes, and none of
      Depositor, the Master Servicer, the Trustee or any such agent shall be affected
      by notice to the contrary.

     

    The
      obligations created by the Agreement and the Group II-1 Sub-Trust created
      thereby (other than the obligations to make payments to related
      Certificateholders with respect to the termination of the Agreement) shall
      terminate upon the earlier of (i) the later of (A) the maturity or other
      liquidation (or Advance with respect thereto) of the last Group II-1 Mortgage
      Loan remaining in the Group II-1 Sub-Trust and disposition of all property
      acquired upon foreclosure or deed in lieu of foreclosure of any Group II-1
      Mortgage Loan and (B) the remittance of all related funds due under the
      Agreement, or (ii) the optional repurchase by the party named in the Agreement
      of all the Group II-1 Mortgage Loans and other assets of the Group II-1
      Sub-Trust in accordance with the terms of the Agreement. Such optional
      repurchase may be made only on or after the Distribution Date on which the
      aggregate Stated Principal Balance of the Group II-1 Mortgage Loans is less
      than
      the percentage of the aggregate Stated Principal Balance specified in the
      Agreement of the Group II-1 Mortgage Loans at the Cut-off Date. The exercise
      of
      such right will effect the early retirement of the Group II-1 Certificates.
      In
      no event, however, will the Group II-1 Sub-Trust created by the Agreement
      continue beyond the earlier of (i) the expiration of beyond the expiration
      of 21
      years after the death of certain persons identified in the Agreement and (ii)
      the related Latest Possible Maturity Date.

     

    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

    


    
      	
              Dated:
                January 31, 2006

            	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the CLASS II-1R-[_] Certificates referred to in the within-mentioned
      Agreement.

    


    
      	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,
                

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Percentage Interest evidenced by the
      within Asset-Backed Certificate and hereby authorizes the transfer of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

    


    I
      (We)
      further direct the Certificate Registrar to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

    


    
      	 	 	 
	 	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            


    

    


    


    
      	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    


    


    DISTRIBUTION
      INSTRUCTIONS

    


    This
      assignee should include the following for purposes of distribution:

    


    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      

    
      	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            
	
              Applicable
                statements should be mailed to

            	 	
              ,

            
	 	
              .

            


    

    


    
      	
              This
                information is provided by

            	 	
              ,

            
	
              the
                assignee named above, or

            	 	
              ,

            
	
              as
                its agent.

            	 	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-7

     

    FORM
      OF CLASS [_]-R-[_] CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
      OR A
      DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
      AN
      EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
      I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
      4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED
      TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
      ADDRESSED TO THE TRUSTEE, DEPOSITOR, MASTER SERVICER AND SECURITIES
      ADMINISTRATOR AND ON WHICH THEY MAY RELY THAT IS SATISFACTORY TO THE SECURITIES
      ADMINISTRATOR THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF SUCH PERSON WILL
      NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE
      UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON
      THE
      PART OF THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR
      THE
      TRUSTEE.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SECURITIES
      ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
      OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
      AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
      WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
      FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
      GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
      OR
      ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
      (OTHER THAN CERTAIN FARMERS=
      COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE
      TAX
      IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE
      TAX
      IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511
      OF
      THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE
      COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING
      LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED
      IN
      THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS
      A
“DISQUALIFIED ORGANIZATION”), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION,
      (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF
      TAX
      AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO
      THE
      FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
      IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
      CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
      ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
      EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
      FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
      DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
      OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF
      THIS
      PARAGRAPH.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No.1

            	 
	 	 
	
              CLASS
                [_]-R-[_] 

            	 
	 	
              Percentage
                Interest: 100%

            
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              January
                1, 2006

            	 
	 	 
	
              First
                Distribution Date:

              February
                27, 2006

            	 
	 	 
	
              Master
                Servicer:

              Wells
                Fargo Bank, National Association

            	 
	 	
              CUSIP:
                [____________]

            
	
              Assumed
                Final Distribution Date:

              February
                25, 2036

            	 
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2006-AC1

     

    evidencing
      a percentage interest in the distributions allocable to the CLASS [_]-R-[_]
      Certificates with respect to a Trust Fund consisting primarily of a pool of
      conventional one- to four-family fixed interest rate mortgage loans sold by
      BEAR
      STEARNS ASSET BACKED SECURITIES I LLC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Bear Stearns Asset Backed Securities
      I
      LLC, the Master Servicer, the Trustee or the Securities Administrator referred
      to below or any of their affiliates or any other person. Neither this
      Certificate nor the underlying Mortgage Loans are guaranteed or insured by
      any
      governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master
      Servicer, the Trustee or the Securities Administrator or any of their affiliates
      or any other person. None of Bear Stearns Asset Backed Securities I LLC, the
      Master Servicer or any of their affiliates will have any obligation with respect
      to any certificate or other obligation secured by or payable from payments
      on
      the Certificates.

     

    This
      certifies that __________________ is the registered owner of the Percentage
      Interest evidenced hereby in the beneficial ownership interest of Certificates
      of the same Class as this Certificate in a trust (the “Trust Fund”) generally
      consisting of conventional first lien, fixed rate mortgage loans secured by
      one-
      to four- family residences (collectively, the “Mortgage Loans”) sold by Bear
      Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold
      by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National
      Association will act as master servicer of the Mortgage Loans (the “Master
      Servicer,” which term includes any successors thereto under the Agreement
      referred to below). The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage
      Corporation as seller and company, Wells Fargo Bank, National Association,
      as
      Master Servicer and securities administrator (the “Securities Administrator”)
      and U.S. Bank National Association as trustee (the “Trustee”), a summary of
      certain of the pertinent provisions of which is set forth hereafter. To the
      extent not defined herein, capitalized terms used herein shall have the meaning
      ascribed to them in the Agreement. This Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Certificate by virtue of its acceptance hereof
      assents and by which such Holder is bound.

     

    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions set forth in the Agreement to the effect that (i) each person
      holding or acquiring any Ownership Interest in this Certificate must be a United
      States Person and a Permitted Transferee, (ii) the transfer of any Ownership
      Interest in this Certificate will be conditioned upon the delivery to the
      Securities Administrator of, among other things, an affidavit to the effect
      that
      it is a United States Person and Permitted Transferee, (iii) any attempted
      or
      purported transfer of any Ownership Interest in this Certificate in violation
      of
      such restrictions will be absolutely null and void and will vest no rights
      in
      the purported transferee, and (iv) if any person other than a United States
      Person and a Permitted Transferee acquires any Ownership Interest in this
      Certificate in violation of such restrictions, then the Depositor will have
      the
      right, in its sole discretion and without notice to the Holder of this
      Certificate, to sell this Certificate to a purchaser selected by the Depositor,
      which purchaser may be the Depositor, or any affiliate of the Depositor, on
      such
      terms and conditions as the Depositor may choose.

     

    The
      Securities Administrator will distribute on the 25th day of each month, or,
      if
      such 25th day is not a Business Day, the immediately following Business Day
      (each, a “Distribution Date”), commencing on the First Distribution Date
      specified above, to the Person in whose name this Certificate is registered
      at
      the close of business on the last day (or if such last day is not a Business
      Day, the Business Day immediately preceding such last day) of the calendar
      month
      immediately preceding the month in which the Distribution Date occurs, an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amounts required to be distributed to the Holders of Certificates of
      the
      same Class as this Certificate. The Assumed Final Distribution Date is the
      Distribution Date in the month following the latest scheduled maturity date
      of
      any Mortgage Loan.

     

    Distributions
      on this Certificate will be made by the Securities
      Administrator
      by check
      mailed to the address of the Person entitled thereto as such name and address
      shall appear on the Certificate Register or, if such Person so requests by
      notifying the Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that purpose
      and
      designated in such notice.

     

    This
      certificate may not be acquired directly or indirectly by, or on behalf of,
      an
      employee benefit plan or other retirement arrangement which is subject to Title
      I of the Employee Retirement Income Security Act of 1974, as amended, or section
      4975 of the Internal Revenue Code of 1986, as amended, unless the proposed
      transferee provides the Securities Administrator with an opinion of counsel
      addressed to the Trustee, Master Servicer and the Securities Administrator
      and
      on which they may rely (which shall not be at the expense of the Trustee, Master
      Servicer or the Securities Administrator) which is acceptable to the Securities
      Administrator, that the purchase of this Certificate will not result in or
      constitute a nonexempt prohibited transaction, is permissible under applicable
      law and will not give rise to any additional obligations on the part of the
      Depositor, the Master Servicer, the Securities Administrator or the
      Trustee.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”). The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee or
      the
      Securities Administrator is not liable to the Certificateholders for any amount
      payable under this Certificate or the Agreement or, except as expressly provided
      in the Agreement, subject to any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Trustee and the Securities Administrator.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Certificate Insurers and the Holders
      of the Class or Classes of Certificates affected thereby evidencing over 50%
      of
      the Voting Rights of such Class or Classes. Any such consent by the Certificate
      Insurers and the Holder of this Certificate shall be conclusive and binding
      on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator duly executed by the Holder
      hereof or such Holder=s
      attorney duly authorized in writing, and thereupon one or more new Certificates
      in authorized denominations representing a like aggregate Percentage Interest
      will be issued to the designated transferee.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge payable in connection
      therewith. The Depositor, the Master Servicer, the Securities Administrator,
      the
      Trustee and any agent of any of them may treat the Person in whose name this
      Certificate is registered as the owner hereof for all purposes, and none of
      Depositor, the Master Servicer, the Securities Administrator, the Trustee or
      any
      such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Group I Sub-Trust created thereby
      (other than the obligations to make payments to related Certificateholders
      with
      respect to the termination of the Agreement) shall terminate upon the earlier
      of
      (i) the later of (A) the maturity or other liquidation (or Advance with respect
      thereto) of the last Group I Mortgage Loan remaining in the Group I Sub-Trust
      and disposition of all property acquired upon foreclosure or deed in lieu of
      foreclosure of any Group I Mortgage Loan and (B) the remittance of all related
      funds due under the Agreement, or (ii) the optional repurchase by the party
      named in the Agreement of all the Group I Mortgage Loans and other related
      assets of the Group I Sub-Trust in accordance with the terms of the Agreement.
      Such optional repurchase may be made only on or after the earlier of (i) the
      first Distribution Date on which the aggregate Stated Principal Balance of
      the
      Group I Mortgage Loans is less than or equal to 20% of the aggregate Stated
      Principal Balance of the Group I Mortgage Loans as of the Cut-off Date and
      (ii)
      the Distribution Date in January 2016. The exercise of such right will effect
      the early retirement of the Group I Certificates. In no event, however, will
      the
      Group I Sub-Trust created by the Agreement continue beyond the earlier of (i)
      the expiration of beyond the expiration of 21 years after the death of certain
      persons identified in the Agreement and (ii) the related Latest Possible
      Maturity Date.

     

    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

    


    
      	
              Dated:
                January 31, 2006

            	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the CLASS [_]-R-[_] Certificates referred to in the within-mentioned
      Agreement.

    


    
      	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,
                

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Percentage Interest evidenced by the
      within Asset-Backed Certificate and hereby authorizes the transfer of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

    


    I
      (We)
      further direct the Certificate Registrar to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

    


    
      	 	 	 
	 	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            


    

    


    


    
      	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    


    


    DISTRIBUTION
      INSTRUCTIONS

    


    This
      assignee should include the following for purposes of distribution:

    


    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      

    
      	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            
	
              Applicable
                statements should be mailed to

            	 	
              ,

            
	 	
              .

            


    

    


    
      	
              This
                information is provided by

            	 	
              ,

            
	
              the
                assignee named above, or

            	 	
              ,

            
	
              as
                its agent.

            	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      B

     

    


    MORTGAGE
      LOAN SCHEDULE

    


    [provided
      upon request]

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      C

     

    FORM
      OF
      TRANSFER AFFIDAVIT

    


    Affidavit
      pursuant to Section 860E(e)(4) of the Internal Revenue Code of 1986, as amended,
      and for other purposes 

    


    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


    [NAME
      OF
      OFFICER], being first duly sworn, deposes and says:

     

    1. That
      he/she is [Title of Officer] of [Name of Investor] (the “Investor”), a [savings
      institution] [corporation] duly organized and existing under the laws of [the
      State of _____] [the United States], on behalf of which he makes this
      affidavit.

     

    2. That
      (i)
      the Investor is not a “disqualified organization” as defined in Section
      860E(e)(5) of the Internal Revenue Code of 1986, as amended (the “Code”), and
      will not be a disqualified organization as of [Closing Date] [date of purchase];
      (ii) it is not acquiring the Bear Stearns Asset-Backed Securities I LLC
      Asset-Backed Certificates, Series 2006-AC1, Class R-__ Certificates (the
“Residual Certificates”) for the account of a disqualified organization; (iii)
      it consents to any amendment of the Pooling and Servicing Agreement that shall
      be deemed necessary by Bear Stearns Asset Backed Securities I LLC (upon advice
      of counsel) to constitute a reasonable arrangement to ensure that the Residual
      Certificates will not be owned directly or indirectly by a disqualified
      organization; and (iv) it will not transfer such Residual Certificates unless
      (a) it has received from the transferee an affidavit in substantially the same
      form as this affidavit containing these same four representations and (b) as
      of
      the time of the transfer, it does not have actual knowledge that such affidavit
      is false.

     

    3. That
      the
      Investor is one of the following: (i) a citizen or resident of the United
      States, (ii) a corporation or partnership (including an entity treated as a
      corporation or partnership for federal income tax purposes) created or organized
      in, or under the laws of, the United States or any state thereof or the District
      of Columbia (except, in the case of a partnership, to the extent provided in
      regulations), provided that no partnership or other entity treated as a
      partnership for United States federal income tax purposes shall be treated
      as a
      United States Person unless all persons that own an interest in such partnership
      either directly or through any entity that is not a corporation for United
      States federal income tax purposes are United States Persons, (iii) an estate
      whose income is subject to United States federal income tax regardless of its
      source, or (iv) a trust other than a Aforeign
      trust,@
      as
      defined in Section 7701 (a)(31) of the Code.

     

    4. That
      the
      Investor=s
      taxpayer identification number is ______________________.

     

    5. That
      no
      purpose of the acquisition of the Residual Certificates is to avoid or impede
      the assessment or collection of tax.

     

    6. That
      the
      Investor understands that, as the holder of the Residual Certificates, the
      Investor may incur tax liabilities in excess of any cash flows generated by
      such
      Residual Certificates.

     

    7. That
      the
      Investor intends to pay taxes associated with holding the Residual Certificates
      as they become due.

     

    IN
      WITNESS WHEREOF, the Investor has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its [Title of
      Officer] this ____ day of _________, 20__.

     

    


    
      	 	 	 	 	 	 	 	
              [NAME
                OF INVESTOR]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              [Name
                of Officer]

            
	 	 	 	 	 	 	 	
              [Title
                of Officer]

            
	 	 	 	 	 	 	 	
              [Address
                of Investor for receipt of distributions]

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Address
                of Investor for receipt of tax
                information:

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Personally
      appeared before me the above-named [Name of Officer], known or proved to me
      to
      be the same person who executed the foregoing instrument and to be the [Title
      of
      Officer] of the Investor, and acknowledged to me that he/she executed the same
      as his/her free act and deed and the free act and deed of the
      Investor.

    


    Subscribed
      and sworn before me this ___ day of _________, 20___.

    


    NOTARY
      PUBLIC

    


    COUNTY
      OF

    


    STATE
      OF

    


    


    My
      commission expires the ___ day of ___________________, 20___.

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      D

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

     

    ______________,200___

     

    Bear
      Stearns Asset Backed Securities I LLC

    383
      Madison Avenue

    New
      York,
      New York 10179

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

     

    Attention:
      Bear Stearns Asset Backed Securities I Trust 2006-AC1

     

    
      	
              Re:

            	
              Bear
                Stearns Asset Backed Securities I LLC

            
	 	
              Asset-Backed
                Certificates, Series 2006-AC1, Class__

            


    

    Ladies
      and Gentlemen:

     

    In
      connection with the sale by ___________ (the “Seller”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Asset-Backed
      Certificates, Series 2006-AC1, Class _____ (the “Certificates”), issued pursuant
      to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
      dated as of January 1, 2006, among Bear Stearns Asset-Backed Securities I LLC,
      as depositor (the “Depositor”), EMC Mortgage Corporation, as seller and company,
      Wells Fargo Bank, National Association, as master servicer and securities
      administrator and U.S. Bank National Association, as trustee (the “Trustee”).
      The Seller hereby certifies, represents and warrants to, a covenants with,
      the
      Depositor, the Certificate Registrar and the Trustee that:

     

    Neither
      the Seller nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Certificate, any interest in any
      Certificate or any other similar security to any person in any manner, (b)
      has
      solicited any offer to buy or to accept a pledge, disposition or other transfer
      of any Certificate, any interest in any Certificate or any other similar
      security from any person in any manner, (c) has otherwise approached or
      negotiated with respect to any Certificate, any interest in any Certificate
      or
      any other similar security with any person in any manner, (d) has made any
      general solicitation by means of general advertising or in any other manner,
      or
      (e) has taken any other action, that (as to any of (a) through (e) above) would
      constitute a distribution of the Certificates under the Securities Act of 1933
      (the “Act”), that would render the disposition of any Certificate a violation of
      Section 5 of the Act or any state securities law, or that would require
      registration or qualification pursuant thereto. The Seller will not act in
      any
      manner set forth in the foregoing sentence with respect to any Certificate.
      The
      Seller has not and will not sell or otherwise transfer any of the Certificates,
      except in compliance with the provisions of the Pooling and Servicing
      Agreement.

     

    


    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              (Seller)

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      E

     

    FORM
      OF
      INVESTMENT LETTER

     

    [Date]

     

    [SELLER]

     

    Bear
      Stearns Asset Backed Securities I LLC

    383
      Madison Avenue

    New
      York,
      New York 10179

     

    Wells
      Fargo Bank, N.A

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

     

    
      	 	
              Re:

            	
              Bear
                Stearns Asset Backed Securities I Trust 2006-AC1, Asset-Backed
                Certificates, Series 2006-AC1 (the “Certificates”), including the Class
                I-B-4, Class II-B-4, Class II-B-5, Class II-B-6 Certificates (the
                “Privately Offered Certificates”)

            


    

    


     

    Dear
      Ladies and Gentlemen:

     

    In
      connection with our purchase of Privately Offered Certificates, we confirm
      that:

     

    
      	 	
              (i)

            	
              we
                understand that the Privately Offered Certificates are not being
                registered under the Securities Act of 1933, as amended (the “Act”) or any
                applicable state securities or “Blue Sky” laws, and are being sold to us
                in a transaction that is exempt from the registration requirements
                of such
                laws;

            


    

     

    
      	 	
              (ii)

            	
              any
                information we desired concerning the Certificates, including the
                Privately Offered Certificates, the trust in which the Certificates
                represent the entire beneficial ownership interest (the “Trust”) or any
                other matter we deemed relevant to our decision to purchase Privately
                Offered Certificates has been made available to us;
                

            


    

     

    
      	 	
              (iii)

            	
              we
                are able to bear the economic risk of investment in Privately Offered
                Certificates; we are an institutional “accredited investor” as defined in
                Section 501(a) of Regulation D promulgated under the Act and a
                sophisticated institutional
                investor;

            


    

     

    
      	 	
              (iv)

            	
              we
                are acquiring Privately Offered Certificates for our own account,
                not as
                nominee for any other person, and not with a present view to any
                distribution or other disposition of the Privately Offered
                Certificates;

            


    

     

    
      	 	
              (v)

            	
              we
                agree the Privately Offered Certificates must be held indefinitely
                by us
                (and may not be sold, pledged, hypothecated or in any way disposed
                of)
                unless subsequently registered under the Act and any applicable state
                securities or “Blue Sky” laws or an exemption from the registration
                requirements of the Act and any applicable state securities or “Blue Sky”
                laws is available;

            


    

     

    
      	 	
              (vi)

            	
              we
                agree that in the event that at some future time we wish to dispose
                of or
                exchange any of the Privately Offered Certificates (such disposition
                or
                exchange not being currently foreseen or contemplated), we will not
                transfer or exchange any of the Privately Offered Certificates
                unless:

            


    

     

    (A)
      (1)
      the sale is to an Eligible Purchaser (as defined below), (2) if required by
      the
      Pooling and Servicing Agreement (as defined below) a letter to substantially
      the
      same effect as either this letter or, if the Eligible Purchaser is a Qualified
      Institutional Buyer as defined under Rule 144A of the Act, the Rule 144A and
      Related Matters Certificate in the form attached to the Pooling and Servicing
      Agreement (as defined below) (or such other documentation as may be acceptable
      to the Securities Administrator) is executed promptly by the purchaser and
      delivered to the addressees hereof and (3) all offers or solicitations in
      connection with the sale, whether directly or through any agent acting on our
      behalf, are limited only to Eligible Purchasers and are not made by means of
      any
      form of general solicitation or general advertising whatsoever; and

     

    (B) if
      the
      Privately Offered Certificate is not registered under the Act (as to which
      we
      acknowledge you have no obligation), the Privately Offered Certificate is sold
      in a transaction that does not require registration under the Act and any
      applicable state securities or “blue sky” laws and, if Wells Fargo Bank,
      National Association (the “Securities Administrator”) so requests, a
      satisfactory Opinion of Counsel is furnished to such effect, which Opinion
      of
      Counsel shall be an expense of the transferor or the transferee; 

     

    
      	 	
              (vii)

            	
              we
                agree to be bound by all of the terms (including those relating to
                restrictions on transfer) of the Pooling and Servicing, pursuant
                to which
                the Trust was formed; we have reviewed carefully and understand the
                terms
                of the Pooling and Servicing Agreement;


            


    

     

    
      	 	
              (viii)

            	
              we
                either: (i) are not acquiring the Privately Offered Certificate directly
                or indirectly by, or on behalf of, an employee benefit plan or other
                retirement arrangement which is subject to Title I of the Employee
                Retirement Income Security Act of 1974, as amended, or section 4975
                of the
                Internal Revenue Code of 1986, as amended, or (ii) in the case of
                the
                Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, are providing
                a
                representation to the effect that the proposed transfer and holding
                of a
                Privately Offered Certificate and the servicing, management and operation
                of the Trust and its assets: (I) will not result in any prohibited
                transaction which is not covered under an individual or class prohibited
                transaction exemption, including, but not limited to, Prohibited
                Transaction Exemption (“PTE”) 84-14, PTE 91-38, PTE 90-1, PTE 95-60, or
                PTE 96-23 and (II) will not give rise to any additional obligations
                on the
                part of the Depositor, the Master Servicer, the Securities Administrator
                or the Trustee or (iii) in the case of the Privately Offered Securities
                have attached hereto the opinion specified in Section 7.02(b) of
                the
                Agreement.

            


    

     

    
      	 	
              (ix)

            	
              We
                understand that each of the Privately Offered Certificates bears,
                and will
                continue to bear, a legend to substantiate the following effect:
                ATHIS
                CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
                ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE
                SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
                AGREES
                THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
                TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
                APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES
                ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
                QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A
“QIB”),
                PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT
                OF A
                QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
                RESALE,
                PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
                (2)
                PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
                THE
                SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
                “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE
                501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY
                IN
                WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING
                NOT
                FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A)
                THE
                RECEIPT BY THE CERTIFICATE REGISTRAR OF A LETTER SUBSTANTIALLY IN
                THE FORM
                PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE CERTIFICATE
                REGISTRAR
                OR SUCH OTHER EVIDENCE ACCEPTABLE TO THE CERTIFICATE REGISTRAR THAT
                SUCH
                REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
                ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH
                ALL
                APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
                JURISDICTION. [In the case of the Class II-B-4, Class II-B-5 and
                Class
                II-B-6 Certificates: THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY
                OR
                INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
                RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE
                RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975
                OF THE
                INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED TRANSFER
                AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND OPERATION
                OF THE TRUST AND ITS ASSETS: (1) WILL NOT RESULT IN ANY PROHIBITED
                TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED
                TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED
                TRANSACTION EXEMPTION (APTE@)
                84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23 AND (II) WILL
                NOT GIVE
                RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR,
                THE
                MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE, WHICH
                WILL
                BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR
                A GLOBAL
                CERTIFICATE OR UNLESS THE OPINION PROVIDED IN SECTION 5.07 OF THE
                AGREEMENT IS PROVIDED.@]
                [In the case of the Class P Certificates: THIS CERTIFICATE MAY NOT
                BE
                ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE
                BENEFIT
                PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I
                OF THE
                EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
                4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
                PROPOSED
                TRANSFEREE PROVIDES THE CERTIFICATE REGISTRAR WITH AN OPINION OF
                COUNSEL
                ADDRESSED TO THE CERTIFICATE REGISTRAR, DEPOSITOR, MASTER SERVICER
                AND
                SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY THAT IS SATISFACTORY
                TO THE CERTIFICATE REGISTRAR THAT THE PURCHASE OF
                CERTIFICATES ON BEHALF OF SUCH PERSON WILL NOT RESULT IN OR CONSTITUTE
                A
                NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE UNDER APPLICABLE
                LAW AND
                WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE
                DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE
                TRUSTEE.]

            


    

     

    “Eligible
      Purchaser”
      means a
      corporation, partnership or other entity which we have reasonable grounds to
      believe and do believe (i) can make representations with respect to itself
      to
      substantially the same effect as the representations set forth herein, and
      (ii)
      is either a Qualified Institutional Buyer as defined under Rule 144A of the
      Act
      or an institutional AAccredited
      Investor@
      as
      defined under Rule 501 of the Act.

     

    Terms
      not
      otherwise defined herein shall have the meanings assigned to them in the Pooling
      and Servicing Agreement, dated as of August 1, 2005, between Bear Stearns Asset
      Backed Securities I LLC, as depositor, EMC Mortgage Corporation, as seller
      and
      company, Wells Fargo Bank, National Association, as master servicer and
      securities administrator and U.S. Bank National Association, as Trustee (the
      “Pooling and Servicing Agreement”).

     

    If
      the
      Purchaser proposes that its Certificates be registered in the name of a nominee
      on its behalf, the Purchaser has identified such nominee below, and has caused
      such nominee to complete the Nominee Acknowledgment at the end of this
      letter.

     

    Name
      of
      Nominee (if any): ________________

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, this document has been executed by the undersigned who is
      duly
      authorized to do so on behalf of the undersigned Eligible Purchaser on the
      ___
      day of ________, 20___.

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              [PURCHASER]

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              (Authorized
                Officer)

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              [By:

            	 
	 	 	 	 	 	 	 	 	
              Attorney-in-fact]

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Nominee
      Acknowledgment

     

    The
      undersigned hereby acknowledges and agrees that as to the Certificates being
      registered in its name, the sole beneficial owner thereof is and shall be the
      Purchaser identified above, for whom the undersigned is acting as
      nominee.

     

    
      	 	 	 	 	 	 	 	
              [NAME
                OF NOMINEE]

            	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              (Authorized
                Officer)

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              [By:

            	 
	 	 	 	 	 	 	 	 	
              Attorney-in-fact]

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      F

     

    FORM
      OF
      RULE 144A AND RELATED MATTERS CERTIFICATE

     

    [SELLER]

     

    Bear
      Stearns Asset Backed Securities I LLC

    383
      Madison Avenue

    New
      York,
      New York 10179

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

     

    
      	 	
              Re:

            	
              Bear
                Stearns Asset Backed Securities I Trust 2006-AC1, Asset-Backed
                Certificates, Series 2006-AC1 (the “Certificates”), including the Class
                I-B-4, Class II-B-4, Class II-B-5, Class II-B-6, Class II-1P and
                Class
                II-2P Certificates (the “Privately Offered
                Certificates”)

            


    

    


     

    Dear
      Ladies and Gentlemen:

     

    In
      connection with our purchase of Privately Offered Certificates, the undersigned
      certifies to each of the parties to whom this letter is addressed that it is
      a
      qualified institutional buyer (as defined in Rule 144A under the Securities
      Act
      of 1933, as amended (the “Act”)) as follows:

     

    
      	1.  	
              It
                owned and/or invested on a discretionary basis eligible securities
                (excluding affiliate=s
                securities, bank deposit notes and CD=s,
                loan participations, repurchase agreements, securities owned but
                subject
                to a repurchase agreement and swaps), as described
                below:

            


    

     

    Date:
      ______________, 20__ (must be on or after the close of its most recent fiscal
      year) 

     

    Amount:
      $
      _____________________; and

     

    
      	2.  	
              The
                dollar amount set forth above is:

            


    

     

    
      	 	
              a.

            	
              greater
                than $100 million and the undersigned is one of the following
                entities:

            


    

     

    
      	
              (x)

            	
              [_]

            	
              an
                insurance company as defined in Section 2(13) of the Act1 ;
                or 

            
	 	 	 
	
              (y)

            	
              [_]

            	
              an
                investment company registered under the Investment Company Act or
                any
                business development company as defined in Section 2(a)(48) of the
                Investment Company Act of 1940; or

            
	 	 	 
	
              (z)

            	
              [_]

            	
              a
                Small Business Investment Company licensed by the U.S. Small Business
                Administration under Section 301(c) or (d) of the Small Business
                Investment Act of 1958; or

            
	 	 	 
	
              (aa)

            	
              [_]

            	
              a
                plan (i) established and maintained by a state, its political
                subdivisions, or any agency or instrumentality of a state or its
                political
                subdivisions, the laws of which permit the purchase of securities
                of this
                type, for the benefit of its employees and (ii) the governing investment
                guidelines of which permit the purchase of securities of this type;
                or

            
	 	 	 
	
              (bb)

            	
              [_]

            	
              a
                business development company as defined in Section 202(a)(22) of
                the
                Investment Advisers Act of 1940; or

            
	 	 	 
	
              (cc)

            	
              [_]

            	
              a
                corporation (other than a U.S. bank, savings and loan association
                or
                equivalent foreign institution), partnership, Massachusetts or similar
                business trust, or an organization described in Section 501(c)(3)
                of the
                Internal Revenue Code; or

            
	 	 	 
	
              (dd)

            	
              [_]

            	
              a
                U.S. bank, savings and loan association or equivalent foreign institution,
                which has an audited net worth of at least $25 million as demonstrated
                in
                its latest annual financial statements; or

            
	 	 	 
	
              (ee)

            	
              [_]

            	
              an
                investment adviser registered under the Investment Advisers Act;
                or

            


    

     

    
      	
              b.

            	
              [_]

            	
              greater
                than $10 million, and the undersigned is a broker-dealer registered
                with
                the SEC; or

            
	 	 	 
	
              c.

            	
              [_]

            	
              less
                than $ 10 million, and the undersigned is a broker-dealer registered
                with
                the SEC and will only purchase Rule 144A securities in transactions
                in
                which it acts as a riskless principal (as defined in Rule 144A);
                or

            
	 	 	 
	
              d.

            	
              [_]

            	
              less
                than $100 million, and the undersigned is an investment company registered
                under the Investment Company Act of 1940, which, together with one
                or more
                registered investment companies having the same or an affiliated
                investment adviser, owns at least $100 million of eligible securities;
                or

            
	 	 	 
	
              e.

            	
              [_]

            	
              less
                than $100 million, and the undersigned is an entity, all the equity
                owners
                of which are qualified institutional buyers.

            
	 	 	 


    

    The
      undersigned further certifies that it is purchasing a Privately Offered
      Certificate for its own account or for the account of others that independently
      qualify as “Qualified Institutional Buyers” as defined in Rule 144A. It is aware
      that the sale of the Privately Offered Certificates is being made in reliance
      on
      its continued compliance with Rule 144A. It is aware that the transferor may
      rely on the exemption from the provisions of Section 5 of the Act provided
      by
      Rule 144A. The undersigned understands that the Privately Offered Certificates
      may be resold, pledged or transferred only to (i) a person reasonably believed
      to be a Qualified Institutional Buyer that purchases for its own account or
      for
      the account of a Qualified Institutional Buyer to whom notice is given that
      the
      resale, pledge or transfer is being made in reliance in Rule 144A, or (ii)
      an
      institutional “accredited investor,” as such term is defined under Rule 501 of
      the Act in a transaction that otherwise does not constitute a public offering.
      

     

    The
      undersigned agrees that if at some future time it wishes to dispose of or
      exchange any of the Privately Offered Certificates, it will not transfer or
      exchange any of the Privately Offered Certificates to a Qualified Institutional
      Buyer without first obtaining a Rule 144A and Related Matters Certificate in
      the
      form hereof from the transferee and delivering such certificate to the
      addressees hereof. Prior to making any transfer of Privately Offered
      Certificates, if the proposed Transferee is an institutional “accredited
      investor,” the transferor shall obtain from the transferee and deliver to the
      addressees hereof an Investment Letter in the form attached to the Pooling
      and
      Servicing Agreement, dated as of July 1, 2005, among Bear Stearns Asset Backed
      Securities I LLC, Wells Fargo Bank, National Association, EMC Mortgage
      Corporation and U.S. Bank National Association, as Trustee, pursuant to which
      the Certificates were issued.

     

    The
      undersigned certifies that it either: (i) is not acquiring the Privately Offered
      Certificate directly or indirectly by, or on behalf of, an employee benefit
      plan
      or other retirement arrangement which is subject to Title I of the Employee
      Retirement Income Security Act of 1974, as amended, or section 4975 of the
      Internal Revenue Code of 1986, as amended, or (ii) in the case of the Class
      II-B-4, Class II-B-5 and Class II-B-6 Certificates, is providing a
      representation to the effect that the proposed transfer and holding of a
      Privately Offered Certificate and the servicing, management and operation of
      the
      Trust and its assets: (I) will not result in any prohibited transaction which
      is
      not covered under a prohibited transaction exemption, including, but not limited
      to, Prohibited Transaction Exemption (APTE@)
      84-14,
      PTE 91-38, PTE 90-1, PTE 95-60, PTE 96-23 and (II) will not give rise to any
      additional obligations on the part of the Depositor, the Master Servicer, the
      Securities Administrator or the Trustee or (iii) in the case of the Privately
      Offered Certificates, has attached hereto the opinion specified in Section
      7.08(a) of the Agreement.

     

    If
      the
      Purchaser proposes that its Certificates be registered in the name of a nominee
      on its behalf, the Purchaser has identified such nominee below, and has caused
      such nominee to complete the Nominee Acknowledgment at the end of this letter.
      

    
      

      
        
          	1	
                  A
                    purchase by an insurance company for one or more of its separate
                    accounts,
                    as defined by Section 2(a)(37) of the Investment Company Act
                    of 1940,
                    which are neither registered nor required to be registered thereunder,
                    shall be deemed to be a purchase for the account of such insurance
                    company. 

                


        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Name
      of
      Nominee (if any):

     

    IN
      WITNESS WHEREOF, this document has been executed by the undersigned who is
      duly
      authorized to do so on behalf of the undersigned Eligible Purchaser on the
      ____
      day of ___________, 20___.

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              [PURCHASER]

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              (Authorized
                Officer)

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              [By:

            	 
	 	 	 	 	 	 	 	 	
              Attorney-in-fact]

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Nominee
      Acknowledgment

     

    The
      undersigned hereby acknowledges and agrees that as to the Certificates being
      registered in its name, the sole beneficial owner thereof is and shall be the
      Purchaser identified above, for whom the undersigned is acting as
      nominee.

     

    
      	 	 	 	 	 	 	 	
              [NAME
                OF NOMINEE]

            	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              (Authorized
                Officer)

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              [By:

            	 
	 	 	 	 	 	 	 	 	
              Attorney-in-fact]

            


    

    


    


    

      
         

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      G

     

    FORM
      OF
      REQUEST FOR RELEASE

     

    
      	
              To:

            	
              Wells
                Fargo Bank, National Association

            


    

    1015
      10th
      Avenue

    Minneapolis,
      MN 55414

     

    
      	 	
              Re:

            	
              Custodial
                Agreement, dated as of January 31, 2006, among Bear Stearns Asset
                Backed
                Securities I LLC, as Depositor, EMC Mortgage Corporation, as sponsor
                and
                company, Wells Fargo Bank, National Association, as master servicer,
                custodian and securities administrator and U.S. Bank National Association,
                as trustee

            


    

    


     

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

     

    Mortgage
      Loan Number:

     

    Mortgagor
      Name, Address & Zip Code:

     

    Reason
      for Requesting Documents (check one):

     

    
      	
              _____

            	
              1.

            	 	
              Mortgage
                Paid in Full and proceeds have been deposited into the Custodial
                Account

            	 
	 	 	 	 	 
	
              _____

            	
              2.

            	 	
              Foreclosure

            	 
	 	 	 	 	 
	
              _____

            	
              3.

            	 	
              Substitution

            	 
	 	 	 	 	 
	
              _____

            	
              4.

            	 	
              Other
                Liquidation

            	 
	 	 	 	 	 
	
              _____

            	
              5.

            	 	
              Nonliquidation

            	
              Reason:________________________

            
	 	 	 	 	 
	
              _____

            	
              6.

            	 	
              California
                Mortgage Loan paid in full

            	 


    

    


    
      	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              (authorized
                signer)

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Issuer:

            	 
	 	 	 	 	 	 	 	
              Address:

            	 
	 	 	 	 	 	 	 	
              Date:

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      H

    


    DTC
      Letter of Representations

    [provided
      upon request]

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      I

    


    Schedule
      of Mortgage Loans with Lost Notes

    [provided
      upon request]

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      J

     

    CUSTODIAL
      AGREEMENT

     

    THIS
      CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
“Agreement”), dated as of January 31, 2006, by and among U.S. BANK NATIONAL
      ASSOCIATION, as trustee under the Pooling and Servicing Agreement defined below
      (including its successors under the Pooling and Servicing Agreement defined
      below, the “Trustee”), BEAR STEARNS ASSET BACKED SECURITIES I LLC, as depositor
      (together with any successor in interest, the “Depositor”), EMC MORTGAGE
      CORPORATION, as sponsor (the “Sponsor”) and company (together with any successor
      in interest or successor under the Pooling and Servicing Agreement referred
      to
      below, the “Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as master
      servicer (together with any successor in interest or successor under the Pooling
      and Servicing Agreement referred to below, the “Master Servicer”), securities
      administrator and custodian (together with any successor in interest or any
      successor appointed hereunder, the “Custodian”).

     

    WITNESSETH
      THAT:

     

    WHEREAS,
      the Depositor, the Sponsor, the Master Servicer and the Trustee have entered
      into a Pooling and Servicing Agreement, dated as of January 1, 2006, relating
      to
      the issuance of Bear Stearns Asset Backed Securities I Trust 2006-AC1,
      Asset-Backed Certificates, Series 2006-AC1 (as in effect on the date of this
      Agreement, the “Original Pooling and Servicing Agreement,” and as amended and
      supplemented from time to time, the “Pooling and Servicing Agreement”);
      and

     

    WHEREAS,
      the Custodian has agreed to act as agent for the Trustee for the purposes of
      receiving and holding certain documents and other instruments delivered by
      the
      Depositor, the Sponsor or the Master Servicer under the Pooling and Servicing
      Agreement and the Servicers under their respective Servicing Agreements, all
      upon the terms and conditions and subject to the limitations hereinafter set
      forth;

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements hereinafter set forth, the Trustee, the Depositor, the Sponsor,
      the
      Master Servicer and the Custodian hereby agree as follows:

     

    SECTION
      1.

    DEFINITIONS

     

    Capitalized
      terms used in this Agreement and not defined herein shall have the meanings
      assigned in the Original Pooling and Servicing Agreement, unless otherwise
      required by the context herein.

     

    SECTION
      2.

    CUSTODY
      OF MORTGAGE DOCUMENTS

     

    (a)  Custodian
      to Act as Agent: Acceptance of Mortgage Files.
      The
      Custodian, as the duly appointed custodial agent of the Trustee for these
      purposes, acknowledges (subject to any exceptions noted in the Initial
      Certification referred to in Section 2.3(a)) receipt of the Mortgage Files
      relating to the Mortgage Loans identified on the schedule attached hereto (the
      “Mortgage Files”) and declares that it holds and will hold such Mortgage Files
      as agent for the Trustee, in trust, for the use and benefit of all present
      and
      future Certificateholders and the Certificate Insurers.

     

    (b)  Recordation
      of Assignments.
      If any
      Mortgage File includes one or more assignments of Mortgage that have not been
      recorded pursuant to the provisions of Section 2.01 of the Pooling and Servicing
      Agreement and the related Mortgage Loan is not a MOM Loan or the related
      Mortgaged Properties are located in jurisdictions specifically excluded by
      the
      Opinion of Counsel delivered to the Trustee pursuant to Section 2.01 of the
      Pooling and Servicing Agreement, each such assignment shall be delivered by
      the
      Custodian to the Sponsor for the purpose of recording it in the appropriate
      public office for real property records, and the Sponsor, at no expense to
      the
      Custodian, shall promptly cause to be recorded in the appropriate public office
      for real property records each such assignment of Mortgage and, upon receipt
      thereof from such public office, shall return each such assignment of Mortgage
      to the Custodian.

     

    (c)  Review
      of Mortgage Files.

     

    (i)  On
      or
      prior to the Closing Date, in accordance with Section 2.02 of the Pooling and
      Servicing Agreement, the Custodian shall deliver to the Sponsor, the Trustee
      and
      the Certificate Insurers an Initial Certification in the form annexed hereto
      as
      Exhibit One evidencing receipt (subject to any exceptions noted therein) of
      a
      Mortgage File for each of the Mortgage Loans listed on the Schedule attached
      hereto (the “Mortgage Loan Schedule”).

     

    (ii)  Within
      90
      days of the Closing Date, the Custodian agrees, for the benefit of
      Certificateholders and the Certificate Insurers, to review, in accordance with
      the provisions of Section 2.02 of the Pooling and Servicing Agreement, each
      such
      document, and shall deliver to the Sponsor, the Trustee and the Certificate
      Insurers an Interim Certification in the form annexed hereto as Exhibit Two
      to
      the effect that all such documents have been executed and received and that
      such
      documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
      except for any exceptions listed on Schedule A attached to such Interim
      Certification. The Custodian shall be under no duty or obligation to inspect,
      review or examine said documents, instruments, certificates or other papers
      to
      determine that the same are genuine, enforceable, or appropriate for the
      represented purpose or that they have actually been recorded or that they are
      other than what they purport to be on their face.

     

    (iii)  Not
      later
      than 180 days after the Closing Date, the Custodian shall review the Mortgage
      Files as provided in Section 2.02 of the Pooling and Servicing Agreement and
      deliver to the Sponsor, the Trustee and the Certificate Insurers a Final
      Certification in the form annexed hereto as Exhibit Three evidencing the
      completeness of the Mortgage Files.

     

    (iv)  In
      reviewing the Mortgage Files as provided herein and in the Pooling and Servicing
      Agreement, the Custodian shall make no representation as to and shall not be
      responsible to verify (i) the validity, legality, enforceability, due
      authorization, recordability, sufficiency or genuineness of any of the documents
      included in any Mortgage File or (ii) the collectability, insurability,
      effectiveness or suitability of any of the documents in any Mortgage
      File.

     

    Upon
      receipt of written request from the Trustee, the Custodian shall as soon as
      practicable supply the Trustee with a list of all of the documents relating
      to
      the Mortgage Loans missing from the Mortgage Files.

     

    (d)  Notification
      of Breaches of Representations and Warranties.
      Upon
      discovery by the Custodian of a breach of any representation or warranty made
      by
      the Depositor as set forth in the Pooling and Servicing Agreement with respect
      to a Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt
      written notice to the Depositor, the related Servicer, the Trustee and the
      Certificate Insurers.

     

    (e)  Custodian
      to Cooperate: Release of Mortgage Files.
      Upon
      receipt of written notice from the Trustee that the Sponsor has repurchased
      a
      Mortgage Loan pursuant to Article II of the Pooling and Servicing Agreement,
      and
      a request for release (a “Request for Release”) confirming that the purchase
      price therefore has been deposited in the Master Servicer Collection Account
      or
      the Distribution Account, then the Custodian agrees to promptly release to
      the
      Sponsor the related Mortgage File.

     

    Upon
      the
      Custodian’s receipt of a Request for Release substantially in the form of
      Exhibit G to the Pooling and Servicing Agreement signed by a Servicing Officer
      of a Servicer, stating that it has received payment in full of a Mortgage Loan
      or that payment in full will be escrowed in a manner customary for such
      purposes, the Custodian agrees promptly to release to the Servicer, the related
      Mortgage File. The Depositor shall deliver to the Custodian and the Custodian
      agrees to review in accordance with the provisions of their Agreement the
      Mortgage Note and other documents constituting the Mortgage File with respect
      to
      any Replacement Mortgage Loan.

     

    From
      time
      to time as is appropriate for the servicing or foreclosure of any Mortgage
      Loan,
      including, for this purpose, collection under any Primary Insurance Policy
      or
      LPMI Policy, the Company or the related Servicer, as applicable, shall deliver
      to the Custodian a Request for Release signed by a Servicing Officer requesting
      that possession of all of the Mortgage File be released to the Company or the
      related Servicer, as applicable, and certifying as to the reason for such
      release and that such release will not invalidate any insurance coverage
      provided in respect of the Mortgage Loan under any of the Insurance Policies.
      Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File
      to
      the Company or the related Servicer, as applicable. The Company or the related
      Servicer, as applicable, shall cause each Mortgage File or any document therein
      so released to be returned to the Custodian when the need therefore by the
      Company or the related Servicer, as applicable, no longer exists, unless (i)
      the
      Mortgage Loan has been liquidated and the Liquidation Proceeds relating to
      the
      Mortgage Loan have been deposited in the Master Servicer Collection Account
      or
      the Distribution Account or (ii) the Mortgage File or such document has been
      delivered to an attorney, or to a public trustee or other public official as
      required by law, for purposes of initiating or pursuing legal action or other
      proceedings for the foreclosure of the Mortgaged Property either judicially
      or
      non-judicially, and the Company or the related Servicer, as applicable, has
      delivered to the Custodian a certificate of a Servicing Officer certifying
      as to
      the name and address of the Person to which such Mortgage File or such document
      was delivered and the purpose or purposes of such delivery.

     

    At
      any
      time that the Company or the related Servicer is required to deliver to the
      Custodian a Request for Release, the Company or the related Servicer, as
      applicable, shall deliver two copies of the Request for Release if delivered
      in
      hard copy or the Company or the related Servicer, as applicable, may furnish
      such Request for Release electronically to the Custodian, in which event the
      Servicing Officer transmitting the same shall be deemed to have signed the
      Request for Release. In connection with any Request for Release of a Mortgage
      File because of a repurchase of a Mortgage Loan, such Request for Release shall
      be accompanied by an assignment of mortgage, without recourse, representation
      or
      warranty from the Trustee to the Sponsor (unless such Mortgage Loan is a MOM
      Loan) and the related Mortgage Note shall be endorsed without recourse,
      representation or warranty by the Trustee (unless such Mortgage Loans is
      registered on the MERS System) and be returned to the Sponsor. In connection
      with any Request for Release of a Mortgage File because of the payment in full
      of a Mortgage Loan, such Request for Release shall be accompanied by a
      certificate of satisfaction or other similar instrument to be executed by or
      on
      behalf of the Trustee and returned to the Company or the related Servicer,
      as
      applicable.

     

    (f)  Assumption
      Agreements.
      In the
      event that any assumption agreement, substitution of liability agreement or
      sale
      of servicing agreement is entered into with respect to any Mortgage Loan subject
      to this Agreement in accordance with the terms and provisions of the Pooling
      and
      Servicing Agreement, the Master Servicer, to the extent provided in the Pooling
      and Servicing Agreement or the related Servicing Agreement, shall cause the
      Company or the related Servicer, as applicable, to notify the Custodian that
      such assumption or substitution agreement has been completed by forwarding
      to
      the Custodian the original of such assumption or substitution agreement, which
      shall be added to the related Mortgage File and, for all purposes, shall be
      considered a part of such Mortgage File to the same extent as all other
      documents and instruments constituting parts thereof.

     

    SECTION
      3.

    CONCERNING
      THE CUSTODIAN

     

    (a)  Custodian
      a Bailee and Agent of the Trustee.
      With
      respect to each Mortgage Note, Mortgage and other documents constituting each
      Mortgage File which are delivered to the Custodian, the Custodian is exclusively
      the bailee and custodial agent of the Trustee and has no instructions to hold
      any Mortgage Note or Mortgage for the benefit of any person other than the
      Trustee, the Certificateholders and the Certificate Insurers and undertakes
      to
      perform such duties and only such duties as are specifically set forth in this
      Agreement and in the Pooling and Servicing Agreement. Except upon compliance
      with the provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage
      or Mortgage File shall be delivered by the Custodian to the Company, the
      Depositor, any Servicer or the Master Servicer or otherwise released from the
      possession of the Custodian.

     

    (b)  Custodian
      May Own Certificates.
      The
      Custodian in its individual or any other capacity may become the owner or
      pledgee of Certificates with the same rights it would have if it were not
      Custodian.

     

    (c)  Master
      Servicer to Pay Custodian’s Fees and Expenses.
      The
      Master Servicer covenants and agrees to pay to the Custodian from time to time,
      and the Custodian shall be entitled to, reasonable compensation for all services
      rendered by it in the exercise and performance of any of the powers and duties
      hereunder of the Custodian, and the Master Servicer will pay or reimburse the
      Custodian upon its request for all reasonable expenses, disbursements and
      advances incurred or made by the Custodian in accordance with any of the
      provisions of this Agreement (including the reasonable compensation and the
      expenses and disbursements of its counsel and of all persons not regularly
      in
      its employ), except any such expense, disbursement or advance as may arise
      from
      its negligence or bad faith or to the extent that such cost or expense is
      indemnified by the Depositor pursuant to the Pooling and Servicing
      Agreement.

     

    (d)  Custodian
      May Resign; Trustee May Remove Custodian.
      The
      Custodian may resign from the obligations and duties hereby imposed upon it
      as
      such obligations and duties relate to its acting as Custodian of the Mortgage
      Loans. Upon receiving such written notice of resignation, the Trustee shall
      either take custody of the Mortgage Files itself and give prompt written notice
      thereof to the Depositor, the Master Servicer, the Certificate Insurers and
      the
      Custodian, or promptly appoint a successor Custodian by written instrument,
      in
      duplicate, one copy of which instrument shall be delivered to the resigning
      Custodian and one copy to the successor Custodian. If the Trustee shall not
      have
      taken custody of the Mortgage Files and no successor Custodian shall have been
      so appointed and have accepted appointment within 30 days after the giving
      of
      such written notice of resignation, the resigning Custodian may petition any
      court of competent jurisdiction for the appointment of a successor
      Custodian.

     

    The
      Trustee may remove the Custodian at any time upon 60 days prior written notice
      to Custodian. In such event, the Trustee shall appoint, or petition a court
      of
      competent jurisdiction to appoint, a successor Custodian hereunder. Any
      successor Custodian shall be a depository institution subject to supervision
      or
      examination by federal or state authority shall be able to satisfy the other
      requirements contained in Section 3.6 and shall be unaffiliated with the
      Servicers, the Company and the Depositor.

     

    Any
      resignation or removal of the Custodian and appointment of a successor Custodian
      pursuant to any of the provisions of this Section 3.4 shall become effective
      upon acceptance of appointment by the successor Custodian. The Trustee shall
      give prompt notice to the Depositor, the Master Servicer and Certificate
      Insurers of the appointment of any successor Custodian. No successor Custodian
      shall be appointed by the Trustee without the prior approval of the Depositor
      and the Master Servicer and with the prior written consent of the Certificate
      Insurers (which consent shall not be unreasonably withheld).

     

    (e)  Merger
      or Consolidation of Custodian.
      Any
      Person into which the Custodian may be merged or converted or with which it
      may
      be consolidated, or any Person resulting from any merger, conversion or
      consolidation to which the Custodian shall be a party, or any Person succeeding
      to the business of the Custodian, shall be the successor of the Custodian
      hereunder, without the execution or filing of any paper or any further act
      on
      the part of any of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    (f)  Representations
      of the Custodian.
      The
      Custodian hereby represents that it is a depository institution subject to
      supervision or examination by a federal or state authority, has a combined
      capital and surplus of at least $15,000,000 and is qualified to do business
      in
      the jurisdictions in which it will hold any Mortgage File.

     

    SECTION
      4.

    COMPLIANCE
      WITH REGULATION AB

     

    (a)  Intent
      of
      the parties; Reasonableness. The parties hereto acknowledge and agree that
      the
      purpose of this Article IV is to facilitate compliance by the Depositor with
      the
      provisions of Regulation AB and related rules and regulations of the Commission.
      The Depositor shall not exercise its right to request delivery of information
      or
      other performance under these provisions other than in good faith, or for
      purposes other than compliance with the Securities Act, the Exchange Act and
      the
      rules and regulations of the Commission under the Securities Act and the
      Exchange Act. Each of the parties hereto acknowledges that interpretations
      of
      the requirements of Regulation AB may change over time, whether due to
      interpretive guidance provided by the Commission or its staff, consensus among
      participants in the mortgage-backed securities markets, advice of counsel,
      or
      otherwise, and agrees to comply with requests made by the Depositor in good
      faith for delivery of information under these provisions on the basis of
      evolving interpretations of Regulation AB to the extent reasonably practicable.
      The Custodian shall cooperate reasonably with the Depositor to deliver to the
      Depositor (including any of its assignees or designees), any and all disclosure,
      statements, reports, certifications, records and any other information necessary
      in the reasonable, good faith determination of the Depositor to permit the
      Depositor to comply with the provisions of Regulation AB.

     

    (b)  Additional
      Representations and Warranties of the Custodian.

     

    (i)  The
      Custodian hereby represents and warrants that the information set forth in
      the
      Prospectus Supplement under the caption "Description of the Certificates -
      The
      Custodian" (the "Custodian Disclosure") does not contain any untrue statement
      of
      a material fact or omit to state a material fact required to be stated therein
      or necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.

     

    (ii)  The
      Custodian shall be deemed to represent to the Depositor as of the date hereof
      and on each date on which information is provided to the Depositor under Section
      4.3 that, except as disclosed in writing to the Depositor prior to such date:
      (i) there are no aspects of its financial condition that could have a material
      adverse effect on the performance by it of its Custodian obligations under
      this
      Agreement or any other Securitization Transaction as to which it is the
      custodian; (ii) there are no material legal or governmental proceedings pending
      (or known to be contemplated) against it; and (iii) there are no affiliations,
      relationships or transactions relating to the Custodian with respect to the
      Depositor or any sponsor, issuing entity, servicer, trustee, originator,
      significant obligor, enhancement or support provider or other material
      transaction party (as such terms are used in Regulation AB) relating to the
      Securitization Transaction contemplated by the Agreement, as identified by
      the
      Depositor to the Custodian in writing as of the Closing Date (each, a
      "Transaction Party").

     

    (iii)  If
      so
      requested by the Depositor on any date following the Closing Date, the Custodian
      shall, within five Business Days following such request, confirm in writing
      the
      accuracy of the representations and warranties set forth in paragraph (a) of
      this Section or, if any such representation and warranty is not accurate as
      of
      the date of such confirmation, provide reasonably adequate disclosure of the
      pertinent facts, in writing, to the requesting party. Any such request from
      the
      Depositor shall not be given more than once each calendar quarter, unless the
      Depositor shall have a reasonable basis for a determination that any of the
      representations and warranties may not be accurate.

     

    (c)  Additional
      Information to Be Provided by the Custodian. For so long as the Certificates
      are
      outstanding, for the purpose of satisfying the Depositor 's reporting obligation
      under the Exchange Act with respect to any class of Certificates, the Custodian
      shall (a) notify the Depositor in writing of any material litigation or
      governmental proceedings pending against the Custodian that would be material
      to
      Certificateholders, and (b) provide to the Depositor a written description
      of
      such proceedings. Any notices and descriptions required under this Section
      4.3
      shall be given no later than five Business Days prior to the Determination
      Date
      following the month in which the Custodian has knowledge of the occurrence
      of
      the relevant event. As of the date the Depositor or Master Servicer files each
      Report on Form 10-D or Form 10-K with respect to the Certificates, the Custodian
      will be deemed to represent that any information previously provided under
      this
      Section 4.3, if any, is materially correct and does not have any material
      omissions unless the Custodian has provided an update to such
      information.

     

    (d)  Report
      on
      Assessment of Compliance and Attestation. On or before March 15 of each calendar
      year, the Custodian shall:

     

    (i)  deliver
      to the Master Servicer, the Securities Administrator and the Depositor a report
      (in form and substance reasonably satisfactory to the Master Servicer, the
      Securities Administrator and the Depositor) regarding the Custodian’s assessment
      of compliance with the Servicing Criteria during the immediately preceding
      calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act
      and
      Item 1122 of Regulation AB. Such report shall be addressed to the Master
      Servicer, the Securities Administrator and the Depositor and signed by an
      authorized officer of the Custodian, and shall address each of the Servicing
      Criteria specified on a certification substantially in the form of Exhibit
      Five
      hereto; and

     

    (ii)  deliver
      to the Master Servicer, the Securities Administrator and the Depositor a report
      of a registered public accounting firm reasonably acceptable to the Master
      Servicer, the Securities Administrator and the Depositor that attests to, and
      reports on, the assessment of compliance made by the Custodian and delivered
      pursuant to the preceding paragraph. Such attestation shall be in accordance
      with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act
      and
      the Exchange Act.

     

    (e)  Indemnification;
      Remedies.

     

    (i)  The
      Custodian shall indemnify the Depositor, each affiliate of the Depositor, EMC
      and each broker dealer acting as underwriter, placement agent or initial
      purchaser of the Certificates or each Person who controls any of such parties
      (within the meaning of Section 15 of the Securities Act and Section 20 of the
      Exchange Act); and the respective present and former directors, officers,
      employees and agents of each of the foregoing, and shall hold each of them
      harmless from and against any losses, damages, penalties, fines, forfeitures,
      legal fees and expenses and related costs, judgments, and any other costs,
      fees
      and expenses that any of them may sustain arising out of or based
      upon:

     

    (i) (A)
      any
      untrue statement of a material fact contained or alleged to be contained in
      the
      Custodian Disclosure and any information, report, certification, accountants’
attestation or other material provided under this Article IV by or on behalf
      of
      the Custodian (collectively, the “Custodian Information”), or (B) the omission
      or alleged omission to state in the Custodian Information a material fact
      required to be stated in the Custodian Information or necessary in order to
      make
      the statements therein, in the light of the circumstances under which they
      were
      made, not misleading; or

     

    (ii) any
      failure by the Custodian to deliver any information, report, certification,
      accountants’ attestation or other material when and as required under this
      Article IV. 

     

    (ii)  In
      the
      case of any failure of performance described in clause (ii) of Section 4.5(a),
      the Custodian shall promptly reimburse the Depositor for all costs reasonably
      incurred by the Depositor in order to obtain the information, report,
      certification, accountants’ letter or other material not delivered as required
      by the Custodian.

     

    SECTION
      5.

    MISCELLANEOUS
      PROVISIONS

     

    (a)  Notices.
      All
      notices, requests, consents and demands and other communications required under
      this Agreement or pursuant to any other instrument or document delivered
      hereunder shall be in writing and, unless otherwise specifically provided,
      may
      be delivered personally, by telegram or telex, or by registered or certified
      mail, postage prepaid, return receipt requested, at the addresses specified
      on
      the signature page hereof (unless changed by the particular party whose address
      is stated herein by similar notice in writing), in which case the notice will
      be
      deemed delivered when received.

     

    (b)  Certificate
      Insurers’ Rights.
      The
      Certificate Insurers shall be an express third party beneficiary of this
      Custodial Agreement for the purpose of enforcing the provisions hereof to the
      extent of the Certificate Insurers’ or the respective Certificateholder’s rights
      explicitly specified herein as if a party hereto.

     

    (c)  Amendments.
      No
      modification or amendment of or supplement to this Agreement shall be valid
      or
      effective unless the same is in writing and signed by all parties hereto, with
      the prior written consent of the Certificate Insurers (which consent shall
      not
      be unreasonably withheld).  The Trustee shall give prompt notice to
      the Custodian of any amendment or supplement to the Pooling and Servicing
      Agreement and furnish the Custodian with written copies thereof.

     

    (d)  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.

     

    (e)  Recordation
      of Agreement.
      To the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Depositor and at the
      Trust’s expense, but only upon direction accompanied by an Opinion of Counsel
      reasonably satisfactory to the Depositor to the effect that the failure to
      effect such recordation is likely to materially and adversely affect the
      interests of the Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    (f)  Severability
      of Provisions.
      If any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the holders thereof.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, this Agreement is executed as of the date first above
      written.

     

    


    
      	
              Address:

              One
                Federal Street, 3rd
                Floor

              Boston,
                MA 02110

              Attention:
                

              BSABS
                I 2006-AC1

              Telecopy:
                (617) 603-6638

              Confirmation:

            	
              U.S.
                BANK NATIONAL ASSOCIATION, not individually but solely as
                Trustee

              By:__________________________________

              Name: 
                Maryellen Hunter

              Title: 
                Assistant Vice President

            
	 	 
	
              Address:

              383
                Madison Avenue

              New
                York, New York 10179

            	
              BEAR
                STEARNS ASSET BACKED SECURITIES I LLC

              By:__________________________________

              Name: Joseph
                T. Jurkowski, Jr.

              Title: 
                Vice President

            
	 	 
	
              Address:

              909
                Hidden Ridge Drive, Suite 200

              Irving,
                Texas 75038

            	
              EMC
                MORTGAGE CORPORATION

              By:__________________________________

              Name: 

              Title: 

            
	 	 
	
              Address:

              9062
                Old Annapolis Road

              Columbia,
                Maryland 21045

               

            	
              WELLS
                FARGO BANK,

              NATIONAL
                ASSOCIATION, as Master Servicer

              By:__________________________________

              Name: 

              Title: 

            
	 	 
	
              Address:

              1015
                10th
                Avenue

              Minneapolis,
                Minnesota 55414

            	
              WELLS
                FARGO BANK,

              NATIONAL
                ASSOCIATION, as Custodian

              By:__________________________________

              Name: 

              Title: 

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      	
              STATE
                OF MASSACHUSETTS

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF SUFFOLK

            	
              )

            	 


    

    


     

    On
      the
      31st
      day of
      January 2006 before me, a notary public in and for said State, personally
      appeared Maryellen Hunter, known to me to be a Vice President of U.S. Bank
      National Association, a national banking association, one of the parties that
      executed the within agreement, and also known to me to be the person who
      executed the within agreement on behalf of said party and acknowledged to me
      that such party executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	 
	 	
              Notary
                Public

            


    

    [SEAL]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


     

    On
      the
      31st
      day of
      January 2006 before me, a notary public in and for said State, personally
      appeared Joseph T. Jurkowski, Jr., known to me to be a Vice President of Bear
      Stearns Asset Backed Securities I LLC, and also known to me to be the person
      who
      executed the within instrument on behalf of said party, and acknowledged to
      me
      that such party executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [SEAL]

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      	
              STATE
                OF TEXAS

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF DALLAS

            	
              )

            	 


    

    


     

    On
      the
      31st
      day of
      January 2006 before me, a notary public in and for said State, personally
      appeared _____________________, known to me to be an authorized representative
      of EMC Mortgage Corporation, one of the parties that executed the within
      instrument, and also known to me to be the person who executed the within
      instrument on behalf of said party, and acknowledged to me that such party
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	 
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      	
              STATE
                OF MARYLAND

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF HOWARD

            	
              )

            	 


    

    


     

    On
      the
      31st
      day of
      January 2006 before me, a notary public in and for said State, personally
      appeared ___________________, known to me to be a(n) _________________of Wells
      Fargo Bank, National Association, a national banking association, one of the
      parties that executed the within instrument, and also known to me to be the
      person who executed it on behalf of said party, and acknowledged to me that
      such
      party executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	 
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      ONE

     

    FORM
      OF
      CUSTODIAN INITIAL CERTIFICATION

     

                                            January
      31,
      2006

     

    U.S.
      Bank
      National Association

    One
      Federal Street, 3rd
      Floor

    Boston,
      MA 02110

     

    EMC
      Mortgage Corporation

    909
      Hidden Ridge Drive, Suite 200

    Irving,
      Texas 75038

     

    Financial
      Guaranty Insurance Company

    125
      Park
      Avenue

    New
      York,
      New York 10017

     

    Attention:
      Bear Stearns Asset Backed Securities I LLC, Series 2006-AC1

     

    
      	
              Re:

            	
              Custodial
                Agreement, dated as of January 31, 2006, by and among U.S. Bank National
                Association, Wells Fargo Bank, National Association, Bear Stearns
                Asset
                Backed Securities I LLC and EMC Mortgage Corporation relating to
                Bear
                Stearns Asset Backed Securities I Trust 2006-AC1, Asset-Backed
                Certificates, Series 2006-AC1

            


    

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.3(a) of the above-captioned Custodial Agreement,
      and
      subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
      undersigned, as Custodian, hereby certifies that it has received a Mortgage
      File
      (which contains an original Mortgage Note or lost note affidavit) to the extent
      required in Section 2.01 of the Pooling and Servicing Agreement with respect
      to
      each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions
      listed on Schedule A attached hereto.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the above-captioned Custodial Agreement.

     

    


     

    
      	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     


    EXHIBIT
      TWO

     

    FORM
      OF
      CUSTODIAN INTERIM CERTIFICATION

     

                                            [DATE]

     

    U.S.
      Bank
      National Association

    One
      Federal Street, 3rd
      Floor

    Boston,
      MA 02110

     

    EMC
      Mortgage Corporation

    909
      Hidden Ridge Drive, Suite 200

    Irving,
      Texas 75038

     

    Financial
      Guaranty Insurance Company

    125
      Park
      Avenue

    New
      York,
      New York 10017

     

    Attention:
      Bear Stearns Asset Backed Securities I LLC, Series 2006-AC1

     

    
      	
              Re:

            	
              Custodial
                Agreement, dated as of January 31, 2006, by and among U.S. Bank National
                Association, Wells Fargo Bank, National Association, Bear Stearns
                Asset
                Backed Securities I LLC and EMC Mortgage Corporation relating to
                Bear
                Stearns Asset Backed Securities I Trust 2006-AC1, Asset-Backed
                Certificates, Series 2006-AC1

            


    

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.3(b) of the above-captioned Custodial Agreement and
      subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
      undersigned, as Custodian, hereby certifies that it has received a Mortgage
      File
      to the extent required pursuant to Section 2.01 of the Pooling and Servicing
      Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
      Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
      and has determined that: all required documents have been executed and received
      and that such documents relate to the Mortgage Loans identified on the Mortgage
      Loan Schedule, with any exceptions listed on Schedule A attached
      hereto.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the above-captioned Custodial Agreement.

     

    


     

    
      	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     


    EXHIBIT
      THREE

     

    FORM
      OF
      CUSTODIAN FINAL CERTIFICATION

     

                                            [DATE]

     

    U.S.
      Bank
      National Association

    One
      Federal Street, 3rd
      Floor

    Boston,
      MA 02110

     

    EMC
      Mortgage Corporation

    909
      Hidden Ridge Drive, Suite 200

    Irving,
      Texas 75038

     

    Financial
      Guaranty Insurance Company

    125
      Park
      Avenue

    New
      York,
      New York 10017

     

    Attention:
      Bear Stearns Asset Backed Securities I LLC, Series 2006-AC1

     

    
      	
              Re:

            	
              Custodial
                Agreement, dated as of January 31, 2006, by and among U.S. Bank National
                Association, Wells Fargo Bank, National Association, Bear Stearns
                Asset
                Backed Securities I LLC and EMC Mortgage Corporation relating to
                Bear
                Stearns Asset Backed Securities I Trust 2006-AC1, Asset-Backed
                Certificates, Series 2006-AC1

            


    

     

    In
      accordance with Section 2.3(c) of the above-captioned Custodial Agreement
and,
      subject to Section 2.02(b) of the Pooling and Servicing Agreement, the
      undersigned, as Custodian, hereby certifies that it has received a Mortgage
      File
      to the extent required pursuant to Section 2.01 of the Pooling and Servicing
      Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
      Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
      and has determined that: all required documents have been executed and received
      and that such documents relate to the Mortgage Loans identified on the Mortgage
      Loan Schedule, with any exceptions listed on Schedule A attached
      hereto.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the above-captioned Custodial Agreement or in the Pooling and Servicing
      Agreement, as applicable.

     

    
      	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    SCHEDULE
      A

    


    (PROVIDED
      UPON REQUEST)

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      K

    


    FORM
      OF
      MORTGAGE LOAN PURCHASE AGREEMENT

     

     

    between

     

     

    EMC
      MORTGAGE CORPORATION

     

    as
      Mortgage Loan Seller and Sponsor

     

     

    and

     

     

    BEAR
      STEARNS ASSET BACKED SECURITIES I LLC

     

    as
      Purchaser

     

     

    Dated
      as
      of

     

    January
      31, 2006

     

    


     

    


     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF CONTENTS

     

    
      	
              SECTION
                1.

            	
              Definitions

            
	 	 
	
              SECTION
                2.

            	
              Purchase
                and Sale of the Mortgage Loans and Related Rights

            
	 	 
	
              SECTION
                3.

            	
              Mortgage
                Loan Schedules

            
	 	 
	
              SECTION
                4.

            	
              Mortgage
                Loan Transfer

            
	 	 
	
              SECTION
                5.

            	
              Examination
                of Mortgage Files

            
	 	 
	
              SECTION
                6.

            	
              Recordation
                of Assignments of Mortgage.

            
	 	 
	
              SECTION
                7.

            	
              Representations
                and Warranties of tehe Sponsor Concerning the Mortgage
                Loans

            
	 	 
	
              SECTION
                8.

            	
              Representations
                and Warranties Concerning the Mortgage Loan Seller

            
	 	 
	
              SECTION
                9.

            	
              Representations
                and Warranties Concerning the Purchaser

            
	 	 
	
              SECTION
                10.

            	
              Conditions
                to Closing

            
	 	 
	
              SECTION
                11.

            	
              Fees
                and Expenses

            
	 	 
	
              SECTION
                12.

            	
              Accountants’
                Letters

            
	 	 
	
              SECTION
                13.

            	
              Indemnification.

            
	 	 
	
              SECTION
                14.

            	
              Notices

            
	 	 
	
              SECTION
                15.

            	
              Transfer
                of Mortgage Loans

            
	 	 
	
              SECTION
                16.

            	
              Termination

            
	 	 
	
              SECTION
                17.

            	
              Representations,
                Warranties and Agreements to Survive Delivery

            
	 	 
	
              SECTION
                18.

            	
              Severability

            
	 	 
	
              SECTION
                19.

            	
              Counterparts

            
	 	 
	
              SECTION
                20.

            	
              Amendment

            
	 	 
	
              SECTION
                21.

            	
              Governing
                Law

            
	 	 
	
              SECTION
                22.

            	
              Further
                Assurances

            
	 	 
	
              SECTION
                23.

            	
              Successors
                and Assigns

            
	 	 
	
              SECTION
                24.

            	
              The
                Mortgage Loan Seller

            
	 	 
	
              SECTION
                25.

            	
              Entire
                Agreement

            
	 	 
	
              SECTION
                26.

            	
              No
                Partnership

            
	 	 
	 	 


    

    
 

    EXHIBITS
      AND SCHEDULE TO

    MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    
      	
              Exhibit
                1

            	
              Contents
                of Mortgage File

            
	
              Exhibit
                2

            	
              Mortgage
                Loan Schedule Information

            
	
              Exhibit
                3

            	
              Mortgage
                Loan Sellers Information

            
	
              Exhibit
                4

            	
              Purchaser’s
                Information

            
	
              Exhibit
                5

            	
              Schedule
                of Lost Notes

            
	
              Exhibit
                6

            	
              Standard
                & Poor’s Anti-Predatory Lending Categorization

            
	
              Schedule
                A

            	
              Required
                Ratings for each Class of
                Certificates

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    MORTGAGE
      LOAN PURCHASE AGREEMENT, dated as of January 31, 2006, as amended and
      supplemented by any and all amendments hereto (collectively, “this Agreement”),
      by and
      between EMC MORTGAGE CORPORATION, a Delaware corporation (the “Sponsor”
      or “Mortgage Loan Seller”)
      and
      BEAR STEARNS ASSET BACKED SECURITIES I LLC, a Delaware limited liability company
      (the “Purchaser”).

     

    Upon
      the
      terms and subject to the conditions of this Agreement, the Mortgage Loan Seller
      agrees to sell, and the Purchaser agrees to purchase, certain conventional,
      fixed rate, first lien mortgage loans secured by one- to four-family residences
      (collectively, the “Mortgage
      Loans”)
      as
      described herein. The Purchaser intends to deposit the Mortgage Loans into
      a
      trust fund (the “Trust
      Fund”)
      and
      create Bear Stearns Asset Backed Securities I Trust 2006-AC1, Asset-Backed
      Certificates, Series 2006-AC1 (the “Certificates”),
      under
      a pooling and servicing agreement, to be dated as of January 1, 2006 (the
“Pooling
      and Servicing Agreement”),
      among
      the Purchaser, as Purchaser, the Mortgage Loan Seller, as seller and company,
      Wells Fargo Bank, National Association, as master servicer (the “Master
      Servicer”)
      and as
      securities administrator and U.S. Bank National Association, as trustee (the
      “Trustee”).

     

    The
      Purchaser has filed with the Securities and Exchange Commission (the
“Commission”)
      a
      registration statement on Form S-3 (Number 333-125422) relating to its
      Asset-Backed Certificates and the offering of certain series thereof (including
      certain classes of the Certificates) from time to time in accordance with Rule
      415 under the Securities Act of 1933, as amended, and the rules and regulations
      of the Commission promulgated thereunder (the “Securities
      Act”).
      Such
      registration statement, when it became effective under the Securities Act,
      and
      the prospectus relating to the public offering of certain classes of the
      Certificates by the Purchaser (the “Public
      Offering”),
      as
      each may be amended or supplemented from time to time pursuant to the Securities
      Act or otherwise, are referred to herein as the “Registration
      Statement”
      and the
“Prospectus,”
      respectively. The “Free
      Writing Prospectus”
      shall
      mean the free writing prospectus, dated January 25, 2006, to the Prospectus,
      dated June 24, 2005, relating to certain classes of the Certificates. The
“Prospectus
      Supplement”
      shall
      mean that supplement, dated January 31, 2006, to the Prospectus, dated June
      24,
      2005, relating to certain classes of the Certificates. With respect to the
      Public Offering of certain classes of the Certificates, the Purchaser and Bear,
      Stearns & Co. Inc. (“Bear
      Stearns”)
      have
      entered into a terms agreement, dated as of January 30, 2006, to an underwriting
      agreement, dated January 10, 2006, between the Purchaser and Bear Stearns
      (together, the “Underwriting
      Agreement”).

     

    Now,
      therefore, in consideration of the premises and the mutual agreements set forth
      herein, the parties hereto agree as follows:

     

    SECTION
      1.  Definitions.
      Certain
      terms are defined herein. Capitalized terms used herein but not defined herein
      shall have the meanings specified in the Pooling and Servicing Agreement. The
      following other terms are defined as follows:

     

    Acquisition
      Price:
      Cash in
      an amount equal to $            
      *             
      (plus
      $        *       
      in
      accrued interest), and the Retained Certificates.

     

    Bear
      Stearns:
      Bear,
      Stearns & Co. Inc.

     

    Certificate
      Insurers:
      Financial
      Guaranty Insurance Company.

     

    Closing
      Date:
      January
      31, 2006.

     

    Custodial
      Agreement:
      An
      agreement, dated as of January 31, 2006 among the Depositor, the Sponsor, the
      Trustee and the Custodian.

     

    Cut-off
      Date Balance:
      Shall
      mean $[ ] for the Mortgage Loans in loan group I, $[
      ] for
      the Mortgage Loans in loan group II-1
      and $[
      ] for the Mortgage Loans in loan group II-2.

     

    Deleted
      Mortgage Loan:
      A
      Mortgage Loan replaced or to be replaced by a Replacement Mortgage
      Loan.

     

    Due
      Date:
      With
      respect to each Mortgage Loan, the date in each month on which its scheduled
      payment is due, as set forth in the related Mortgage Note.

     

    Insurance
      Policies:
      The
      Class I-A Policy.

     

    MERS:
      Mortgage Electronic Registration Systems, Inc., a corporation organized and
      existing under the laws of the State of Delaware, or any successor
      thereto.

     

    MERS®
      System:
      The
      system of recording transfers of Mortgages electronically maintained by
      MERS.

     

    MOM
      Loan:
      With
      respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
      Loan, solely as nominee for the originator of such Mortgage Loan and its
      successors and assigns, at the origination thereof.

     

    Moody’s:
      Moody’s
      Investors Service, Inc., or its successors in interest.

     

    Mortgage:
      The
      mortgage or deed of trust creating a first lien on an interest in real property
      securing a Mortgage Note.

     

    Mortgage
      File:
      The
      items referred to in Exhibit
      1
      pertaining to a particular Mortgage Loan and any additional documents required
      to be added to such documents pursuant to this Agreement.

     

    Mortgage
      Rate:
      The
      annual rate of interest borne by a Mortgage Note as stated therein.

     

    
      

      
        * Please
          contact Bear Stearns for pricing information.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    Mortgagor:
      The
      obligor(s) on a Mortgage Note.

     

    Net
      Mortgage Rate:
      For
      each Mortgage Loan, the Mortgage Rate for such Mortgage Loan less (i) the Master
      Servicing Fee Rate, (ii) the Servicing Fee Rate and (ii) the rate at which
      the
      LPMI Fee is calculated, if applicable.

     

    Opinion
      of Counsel:
      A
      written opinion of counsel, who may be counsel for the Mortgage Loan Seller
      or
      the Purchaser, reasonably acceptable to the Trustee.

     

    Person:
      Any
      legal person, including any individual, corporation, partnership, joint venture,
      association, joint stock company, trust, unincorporated organization or
      government or any agency or political subdivision thereof.

     

    Purchase
      Price:
      With
      respect to any Mortgage Loan required to be purchased by the Sponsor (on its
      own
      behalf as a Mortgage Loan Seller) pursuant to the applicable provisions of
      this
      Agreement, an amount equal to the sum of (i) 100% of the principal remaining
      unpaid on such Mortgage Loan as of the date of purchase (including if a
      foreclosure has already occurred, the principal balance of the related Mortgage
      Loan at the time the Mortgaged Property was acquired), (ii) accrued and unpaid
      interest thereon at the Mortgage Rate through and including the last day of
      the
      month of purchase and (iii) any costs and damages (if any) incurred by the
      Trust
      in connection with any violation of such Mortgage Loan of any anti-predatory
      lending laws.

     

    Rating
      Agencies:
      Standard & Poor’s and Moody’s, each a “Rating
      Agency.”

     

    Replacement
      Mortgage Loan:
      A
      mortgage loan substituted for a Deleted

    Mortgage
      Loan which must meet on the date of such substitution the requirements stated
      herein and in the Pooling and Servicing Agreement; upon such substitution,
      such
      mortgage loan shall be a “Mortgage Loan” hereunder.

    


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

     

    Standard
      & Poor’s:
      Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or its
      successors in interest.

     

    Transaction
      Documents:
      This Agreement, the Pooling and Servicing Agreement, the Custodial Agreement,
      the Insurance Agreement, the Indemnification Agreement (as defined in the
      Insurance Agreement), the FGIC Insurance and Indemnity Agreement and the
      Underwriting Agreement.

     

    Value:
      The
      value of the Mortgaged Property at the time of origination of the related
      Mortgage Loan, such value being the lesser of (i) the value of such property
      set
      forth in an appraisal accepted by the applicable originator of the Mortgage
      Loan
      or (ii) the sales price of such property at the time of
      origination.

     

    Wells
      Fargo:
      Wells
      Fargo Bank, National Association.

     

    SECTION
      2.  Purchase
      and Sale of the Mortgage Loans and Related Rights.
      

     

    (a)  Upon
      satisfaction of the conditions set forth in Section 10 hereof, the Mortgage
      Loan
      Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans
      sold
      by such Mortgage Loan Seller having an aggregate outstanding principal balance
      as of the Cut-off Date equal to the related Cut-off Date Balance.

     

    (b)  The
      closing for the purchase and sale of the Mortgage Loans and the closing for
      the
      issuance of the Certificates will take place on the Closing Date at the office
      of the Purchaser’s counsel in New York, New York or such other place as the
      parties shall agree.

     

    (c)  Upon
      the
      satisfaction of the conditions set forth in Section 10 hereof, on the Closing
      Date, the Purchaser shall pay to the Mortgage Loan Seller the Acquisition Price
      for the Mortgage Loans sold by such Mortgage Loan Seller in immediately
      available funds by wire transfer to such account or accounts as shall be
      designated by the Mortgage Loan Seller.

     

    (d)  In
      addition to the foregoing, on the Closing Date the Mortgage Loan Seller assigns
      to the Purchaser all of its right, title and interest in the Servicing
      Agreements.

     

    SECTION
      3.  Mortgage
      Loan Schedules.
      The
      Sponsor (on its own behalf as Mortgage Loan Seller) agrees to provide to the
      Purchaser as of the date hereof a preliminary listing of the Mortgage Loans
      (the
“Preliminary Mortgage Loan Schedule”) setting forth the information listed on
Exhibit
      2
      to this
      Agreement with respect to each of the Mortgage Loans being sold by the Mortgage
      Loan Seller. If there are changes to the Preliminary Mortgage Loan Schedule,
      the
      Sponsor (on its own behalf as Mortgage Loan Seller) shall provide to the
      Purchaser as of the Closing Date a final schedule (the “Final Mortgage Loan
      Schedule”) setting forth the information listed on Exhibit
      2
      to this
      Agreement with respect to each of the Mortgage Loans being sold by the Mortgage
      Loan Seller to the Purchaser. The Final Mortgage Loan Schedule shall be
      delivered to the Purchaser on the Closing Date, shall be attached to an
      amendment to this Agreement to be executed on the Closing Date by the parties
      hereto and shall be in form and substance mutually agreed to by the Sponsor
      (on
      its own behalf as Mortgage Loan Seller) and the Purchaser (the “Amendment”). If
      there are no changes to the Preliminary Mortgage Loan Schedule, the Preliminary
      Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule for all
      purposes hereof.

     

    SECTION
      4.  Mortgage
      Loan Transfer.

     

    (a)  The
      Purchaser will be entitled to all scheduled payments of principal and interest
      on the Mortgage Loans due after the Cut-off Date (regardless of when actually
      collected) and all payments thereof. The Mortgage Loan Seller will be entitled
      to all scheduled payments of principal and interest on the Mortgage Loans due
      on
      or before the Cut-off Date (including payments collected after the Cut-off
      Date)
      and all payments thereof. Such principal amounts and any interest thereon
      belonging to the Mortgage Loan Seller as described above will not be included
      in
      the aggregate outstanding principal balance of the Mortgage Loans as of the
      Cut-off Date as set forth on the Final Mortgage Loan Schedule.

     

    (b)  Pursuant
      to various conveyancing documents to be executed on the Closing Date and
      pursuant to the Pooling and Servicing Agreement, the Purchaser will assign
      on
      the Closing Date all of its right, title and interest in and to the Mortgage
      Loans to the Trustee for the benefit of the Certificateholders and the
      Certificate Insurers. In connection with the transfer and assignment of the
      Mortgage Loans, the Mortgage Loan Seller has delivered or will deliver or cause
      to be delivered to the Trustee or the Custodian on behalf of the Trustee by
      the
      Closing Date or such later date as is agreed to by the Purchaser and the
      Mortgage Loan Seller (each of the Closing Date and such later date is referred
      to as a “Mortgage
      File Delivery Date”),
      the
      items of each Mortgage File, provided,
      however,
      that in
      lieu of the foregoing, the Mortgage Loan Seller may deliver the following
      documents, under the circumstances set forth below: (x) in lieu of the original
      Mortgage, assignments to the Trustee or intervening assignments thereof which
      have been delivered, are being delivered or will upon receipt of recording
      information relating to the Mortgage required to be included thereon, be
      delivered to recording offices for recording and have not been returned in
      time
      to permit their delivery as specified above, the Mortgage Loan Seller may
      deliver a true copy thereof with a certification by the Mortgage Loan Seller
      or
      the Master Servicer, on the face of such copy, substantially as follows:
“Certified to be a true and correct copy of the original, which has been
      transmitted for recording;” (y) in lieu of the Mortgage, assignments to the
      Trustee or intervening assignments thereof, if the applicable jurisdiction
      retains the originals of such documents or if the originals are lost (in each
      case, as evidenced by a certification from the Mortgage Loan Seller or the
      Master Servicer to such effect), the Mortgage Loan 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 relating to
      the
      Mortgage Loans, each identified in the list delivered by the Purchaser to the
      Trustee on the Closing Date and attached hereto as Exhibit
      5
      the
      Mortgage Loan Seller may deliver lost note affidavits and indemnities of the
      Mortgage Loan Seller; 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 Mortgage Loan Seller, in lieu of delivering the above
      documents, may deliver to the Trustee a certification by the Mortgage Loan
      Seller or the Master Servicer to such effect. The Mortgage Loan Seller shall
      deliver such original documents (including any original documents as to which
      certified copies had previously been delivered) or such certified copies to
      the
      Trustee, or the Custodian on behalf of the Trustee, promptly after they are
      received. The Sponsor (on its own behalf as Mortgage Loan Seller) shall cause
      the Mortgage and intervening assignments, if any, and the assignment of the
      Mortgage to be recorded not later than 180 days after the Closing Date unless
      such assignment is not required to be recorded under the terms set forth in
      Section 6(a) hereof.

     

    (c)  In
      connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Sponsor (on its own behalf as Mortgage Loan Seller) further agrees
      that it will cause, at the Sponsor’s own expense, within 30 days after the
      Closing Date, the MERS® System to indicate that such Mortgage Loans have been
      assigned by the Mortgage Loan Seller to the Purchaser and by the Purchaser
      to
      the Trustee in accordance with this Agreement for the benefit of the
      Certificateholders and the Certificate Insurers by including (or deleting,
      in
      the case of Mortgage Loans which are repurchased in accordance with this
      Agreement) in such computer files (a) the code in the field which identifies
      the
      specific Trustee and (b) the code in the field “Pool Field” which identifies the
      series of the Certificates issued in connection with such Mortgage Loans. The
      Mortgage Loan Seller further agrees that it will not, and will not permit any
      Servicer or the Master Servicer to, and the Master Servicer agrees that it
      will
      not, alter the codes referenced in this paragraph with respect to any Mortgage
      Loan during the term of the Pooling and Servicing Agreement unless and until
      such Mortgage Loan is repurchased in accordance with the terms of the Pooling
      and Servicing Agreement.

     

    (d)  The
      Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of the
      Mortgage Loans and the related servicing (other than the servicing rights with
      respect to the PHH Loans, the Waterfield Loans, the HSBC Loans, the Harbourside
      Loans and the Greenpoint Loans), will ultimately be assigned to U.S. Bank
      National Association, as Trustee for the benefit of the Certificateholders
      and
      the Certificate Insurers, on the date hereof.

     

    SECTION
      5.  Examination
      of Mortgage Files.

     

    (a)  On
      or
      before the Mortgage File Delivery Date, the Mortgage Loan Seller will have
      made
      the Mortgage Files available to the Purchaser or its agent for examination
      which
      may be at the offices of the Trustee or the Mortgage Loan Seller and/or the
      Mortgage Loan Seller’s custodian. The fact that the Purchaser or its agent has
      conducted or has failed to conduct any partial or complete examination of the
      Mortgage Files shall not affect the Purchaser’s rights to demand cure,
      repurchase, substitution or other relief as provided in this Agreement. In
      furtherance of the foregoing, the Mortgage Loan Seller shall make the Mortgage
      Files available to the Purchaser or its agent from time to time so as to permit
      the Purchaser to confirm the Mortgage Loan Seller’s compliance with the delivery
      and recordation requirements of this Agreement and the Pooling and Servicing
      Agreement. In addition, upon request of the Purchaser, the Mortgage Loan Seller
      agrees to provide to the Purchaser, Bear Stearns, the Certificate Insurers
      and
      to any investors or prospective investors in the Certificates information
      regarding the Mortgage Loans and their servicing, to make the Mortgage Files
      available to the Purchaser, Bear Stearns, the Certificate Insurers and to such
      investors or prospective investors (which may be at the offices of the Mortgage
      Loan Seller and/or the Mortgage Loan Seller’s custodian) and to make available
      personnel knowledgeable about the Mortgage Loans for discussions with the
      Purchaser, Bear Stearns and such investors or prospective investors, upon
      reasonable request during regular business hours, sufficient to permit the
      Purchaser, Bear Stearns and such investors or potential investors to conduct
      such due diligence as any such party reasonably believes is
      appropriate.

     

    (b)  Pursuant
      to the Pooling and Servicing Agreement, on the Closing Date the Trustee (or
      the
      Custodian as obligated under the Custodial Agreement), for the benefit of the
      Certificateholders and the Certificate Insurers, will review items of the
      Mortgage Files as set forth on Exhibit
      1
      and will
      deliver to the Sponsor (on its own behalf as Mortgage Loan Seller an initial
      certification in the form attached as Exhibit One to the Custodial
      Agreement.

     

    (c)  Within
      90
      days of the Closing Date, the Trustee or the Custodian on its behalf shall,
      in
      accordance with the provisions of Section 2.02 of the Pooling and Servicing
      Agreement, deliver to the Sponsor (on its own behalf as Mortgage Loan Seller
      and
      the Trustee an Interim Certification in the form attached as Exhibit Two to
      the
      Custodial Agreement to the effect that all such documents have been executed
      and
      received and that such documents relate to the Mortgage Loans identified on
      the
      Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached
      to such Interim Certification. The Custodian shall be under no duty or
      obligation to inspect, review or examine said documents, instruments,
      certificates or other papers to determine that the same are genuine,
      enforceable, or appropriate for the represented purpose or that they have
      actually been recorded or that they are other than what they purport to be
      on
      their face.

     

    (d)  The
      Trustee or the Custodian on its behalf will review the Mortgage Files within
      180
      days of the Closing Date and will deliver to the Sponsor and the Master
      Servicer, and if reviewed by the Custodian, the Trustee, a final certification
      substantially in the form of Exhibit Three to the Custodial Agreement. If the
      Trustee or the Custodian on its behalf is unable to deliver a final
      certification with respect to the items listed in Exhibit
      1
      due to
      any document that is missing, has not been executed, is unrelated, determined
      on
      the basis of the Mortgagor name, original principal balance and loan number,
      to
      the Mortgage Loans identified in the Final Mortgage Loan Schedule (a
“Material
      Defect”),
      the
      Trustee or the Custodian on its behalf shall notify the Sponsor of such Material
      Defect. The Sponsor (on its own behalf as a Mortgage Loan Seller) shall correct
      or cure any such Material Defect within 90 days from the date of notice from
      the
      Trustee or the Certificate Insurers of the Material Defect and if the Sponsor
      (on its own behalf as a Mortgage Loan Seller) does not correct or cure such
      Material Defect within such period and such defect materially and adversely
      affects the interests of the Certificateholders or Certificate Insurers in
      the
      related Mortgage Loan, the Sponsor (on its own behalf as a Mortgage Loan Seller)
      will, in accordance with the terms of the Pooling and Servicing Agreement,
      within 90 days of the date of notice, provide the Trustee with a Replacement
      Mortgage Loan (if within two years of the Closing Date) or purchase the related
      Mortgage Loan at the applicable Purchase Price; provided,
      however,
      that if
      such defect relates solely to the inability of the Sponsor (on its own behalf
      as
      a Mortgage Loan Seller) to deliver the original security instrument or
      intervening assignments thereof, or a certified copy because the originals
      of
      such documents, or a certified copy, have not been returned by the applicable
      jurisdiction, the Sponsor shall not be required to purchase such Mortgage Loan
      if the Sponsor (on its own behalf as a Mortgage Loan Seller) delivers such
      original documents or certified copy promptly upon receipt, but in no event
      later than 360 days after the Closing Date. The foregoing repurchase obligation
      shall not apply in the event that the Sponsor (on its own behalf as a Mortgage
      Loan Seller) cannot deliver such original or copy of any document submitted
      for
      recording to the appropriate recording office in the applicable jurisdiction
      because such document has not been returned by such office; provided that the
      Sponsor (on its own behalf as a Mortgage Loan Seller) shall instead deliver
      a
      recording receipt of such recording office or, if such receipt is not available,
      a certificate of Sponsor (on its own behalf as a Mortgage Loan Seller) or a
      Servicing Officer confirming that such documents have been accepted for
      recording, and delivery to the Trustee shall be effected by the Sponsor (on
      its
      own behalf as a Mortgage Loan Seller) within thirty days of its receipt of
      the
      original recorded document.

     

    (e)  At
      the
      time of any substitution, the Sponsor (on its own behalf as a Mortgage Loan
      Seller) shall deliver or cause to be delivered the Replacement Mortgage Loan,
      the related Mortgage File and any other documents and payments required to
      be
      delivered in connection with a substitution pursuant to the Pooling and
      Servicing Agreement. At the time of any purchase or substitution, the Trustee
      shall (i) assign the selected Mortgage Loan to the Sponsor (on its own behalf
      as
      a Mortgage Loan Seller) and shall release or cause the Custodian to release
      the
      documents (including, but not limited to the Mortgage, Mortgage Note and other
      contents of the Mortgage File) in the possession of the Trustee or the
      Custodian, as applicable relating to the Deleted Mortgage Loan and (ii) execute
      and deliver such instruments of transfer or assignment, in each case without
      recourse, as shall be necessary to vest in the Sponsor (on its own behalf as
      a
      Mortgage Loan Seller) title to such Deleted Mortgage Loan.

     

    SECTION
      6.  Recordation
      of Assignments of Mortgage.

     

    (a)  The
      Sponsor (on its own behalf as a Mortgage Loan Seller) will, promptly after
      the
      Closing Date, cause each Mortgage and each assignment of Mortgage from the
      Mortgage Loan Seller to the Trustee, and all unrecorded intervening assignments,
      if any, delivered on or prior to the Closing Date, to be recorded in all
      recording offices in the jurisdictions where the related Mortgaged Properties
      are located; provided,
      however,
      the
      Sponsor (on its own behalf as a Mortgage Loan Seller) need not cause to be
      recorded any assignment which relates to a Mortgage Loan that is a MOM Loan
      or
      for which the related Mortgaged Property is located in any jurisdiction under
      the laws of which, as evidenced by an Opinion of Counsel delivered by the
      Sponsor (on its own behalf as a Mortgage Loan Seller) to the Trustee, the
      Certificate Insurers and the Rating Agencies, the recordation of such assignment
      is not necessary to protect the Trustee’s interest in the related Mortgage Loan;
provided,
      however,
      notwithstanding the delivery of any Opinion of Counsel, each assignment of
      Mortgage shall be submitted for recording by the Sponsor (on its own behalf
      as a
      Mortgage Loan Seller) in the manner described above, at no expense to the Trust
      Fund or Trustee, upon the earliest to occur of (i) reasonable direction by
      the
      Holders of Certificates evidencing Percentage Interests aggregating not less
      than 25% of the Trust, (ii) the occurrence of a Company Default, (iii) the
      occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor
      under the Pooling and Servicing Agreement, (iv) the occurrence of a servicing
      transfer as described in Section 9.05 of the Pooling and Servicing Agreement
      or
      an assignment of the servicing as described in Section 8.05(b) of the Pooling
      and Servicing Agreement or (iv) with respect to any one assignment of Mortgage,
      the occurrence of a bankruptcy, insolvency or foreclosure relating to the
      Mortgagor under the related Mortgage.

     

    While
      each such Mortgage or assignment is being recorded, if necessary, the Sponsor
      (on its own behalf as a Mortgage Loan Seller) shall leave or cause to be left
      with the Trustee or the Custodian on its behalf a certified copy of such
      Mortgage or assignment. In the event that, within 180 days of the Closing Date,
      the Trustee has not been provided with an Opinion of Counsel as described above
      or received evidence of recording with respect to each Mortgage Loan delivered
      to the Purchaser pursuant to the terms hereof or as set forth above and the
      related Mortgage Loan is not a MOM Loan, the failure to provide evidence of
      recording or such Opinion of Counsel shall be considered a Material Defect,
      and
      the provisions of Section 5(c) and (d) shall apply. All customary recording
      fees
      and reasonable expenses relating to the recordation of the assignments of
      mortgage to the Trustee or the Opinion of Counsel, as the case may be, shall
      be
      borne by the Sponsor.

     

    (b)  It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the Mortgage Loan Seller to the Purchaser, as contemplated by this Agreement
      be, and be treated as, a sale. It is, further, not the intention of the parties
      that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage
      Loan Seller to the Purchaser to secure a debt or other obligation of the
      Mortgage Loan Seller. However, in the event that, notwithstanding the intent
      of
      the parties, the Mortgage Loans are held by a court to continue to be property
      of the Mortgage Loan Seller, then (a) this Agreement shall also be deemed to
      be
      a security agreement within the meaning of Articles 8 and 9 of the applicable
      Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided for
      herein shall be deemed to be a grant by the Mortgage Loan Seller to the
      Purchaser of a security interest in all of the Mortgage Loan 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, to the extent the Purchaser
      would otherwise be entitled to own such Mortgage Loans and proceeds pursuant
      to
      Section 4 hereof, including all amounts, other than investment earnings, from
      time to time held or invested in any accounts created pursuant to the Pooling
      and Servicing Agreement, whether in the form of cash, instruments, securities
      or
      other property; (c) the possession by the Purchaser or the Trustee (or the
      Custodian on its behalf) of Mortgage Notes and such other items of property
      as
      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 Section 9-305 (or comparable provision) of the
      applicable Uniform Commercial Code; and (d) 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 any provision hereof or pursuant to the Pooling and Servicing
      Agreement shall also be deemed to be an assignment of any security interest
      created hereby. The Sponsor (on its own behalf as a Mortgage Loan Seller) and
      the Purchaser shall, to the extent consistent with this Agreement, take such
      actions as may be reasonably 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
      the
      Pooling and Servicing Agreement.

     

    SECTION
      7.  Representations
      and Warranties of the Sponsor Concerning the Mortgage Loans.
      The
      Sponsor hereby represents and warrants to the Purchaser and the Certificate
      Insurers as of the Closing Date or such other date as may be specified below
      with respect to each Mortgage Loan being sold by it:

     

    (a)  The
      information set forth in the Mortgage Loan Schedule on the Closing Date is
      complete, true and correct.

     

    (b)  All
      payments required to be made prior to the Cut-off Date with respect to each
      Mortgage Loan have been made and no Mortgage Loan is delinquent thirty one
      or
      more days; and the Mortgage Loan Seller has not advanced funds, or induced,
      solicited or knowingly received any advance of funds from a party other than
      the
      owner of the Mortgaged Property subject to the Mortgage, directly or indirectly,
      for the payment of any amount required under any Mortgage Loan.

     

    (c)  Except
      with respect to taxes, insurance and other amounts previously advanced by a
      prior servicer with respect to any Mortgage Loan, there are no delinquent taxes,
      water charges, sewer rents, assessments, insurance premiums, leasehold payments,
      including assessments payable in future installments, or other outstanding
      charges affecting the related Mortgaged Property.

     

    (d)  The
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments which in the case of
      the
      Mortgage Loans are in the Mortgage File and have been or will be recorded,
      if
      necessary to protect the interests of the Trustee, and which have been or will
      be delivered to the Trustee, all in accordance with this Agreement. The
      substance of any such waiver, alteration or modification has been approved
      by
      the title insurer, to the extent required by the related policy. No Mortgagor
      has been released, in whole or in part, except in connection with an assumption
      agreement approved by the title insurer, to the extent required by the policy,
      and which assumption agreement in the case of the Mortgage Loans is part of
      the
      Mortgage File.

     

    (e)  The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including the defense of usury, nor will
      the
      operation of any of the terms of the Mortgage Note and the Mortgage, or the
      exercise of any right thereunder, render the Mortgage unenforceable, in whole
      or
      in part, or subject to any right of rescission, set-off, counterclaim or
      defense, including the defense of usury and no such right of rescission,
      set-off, counterclaim or defense has been asserted with respect
      thereto.

     

    (f)  All
      buildings upon, or comprising part of, the Mortgaged Property are insured by
      an
      insurer acceptable to Fannie Mae and Freddie Mac against loss by fire, hazards
      of extended coverage and such other hazards as are customary in the area where
      the Mortgaged Property is located, and such insurer is licensed to do business
      in the state where the Mortgaged Property is located. All such insurance
      policies contain a standard mortgagee clause naming the originator, its
      successors and assigns as mortgagee and Mortgage Loan Seller has received no
      notice that all premiums thereon have not been paid. If upon origination of
      the
      Mortgage Loan, the Mortgaged Property was, or was subsequently deemed to be,
      in
      an area identified in the Federal Register by the Federal Emergency Management
      Agency as having special flood hazards (and such flood insurance has been made
      available), which require under applicable law that a flood insurance policy
      meeting the requirements of the current guidelines of the Federal Insurance
      Administration (or any successor thereto) be obtained, such flood insurance
      policy is in effect which policy is with a generally acceptable carrier in
      an
      amount representing coverage not less than the least of (A) the Stated Principal
      Balance of the related Mortgage Loan, (B) the minimum amount required to
      compensate for damage or loss on a replacement cost basis, or (C) the maximum
      amount of insurance that is available under the Flood Disaster Protection Act
      of
      1973. The Mortgage obligates the Mortgagor thereunder to maintain all such
      insurance at Mortgagor’s cost and expense and, on the Mortgagor’s failure to do
      so, authorizes the holder of the Mortgage to maintain such insurance at
      Mortgagor’s cost and expense and to obtain reimbursement therefor from the
      Mortgagor.

     

    (g)  Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth in lending, real estate settlement procedures
      including, the Real Estate Settlement Procedures Act of 1974, as amended,
      consumer credit protection, equal credit opportunity or disclosure and reporting
      laws and all anti-predatory lending laws applicable to the Mortgage Loan have
      been complied with in all material respects.

     

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

     

    (i)  The
      Mortgage is a valid, existing and enforceable first lien on the Mortgaged
      Property, including all improvements on the Mortgaged Property, if any, subject
      only to (1) the lien of current real property taxes and assessments not yet
      due
      and payable, (2) covenants, conditions and restrictions, rights of way,
      easements and other matters of the public record as of the date of recording
      being acceptable to mortgage lending institutions generally and specifically
      referred to in the lender’s title insurance policy delivered to the originator
      of the Mortgage Loan and which do not adversely affect the Appraised Value
      of
      the Mortgaged Property and (3) other matters to which like properties are
      commonly subject which do not materially interfere with the benefits of the
      security intended to be provided by the Mortgage. The Mortgage Loan Seller
      has
      full right to sell and assign the Mortgage to the Purchaser.

     

    (j)  The
      Mortgage Note and the related Mortgage are genuine and each is the legal, valid
      and binding obligation of the maker thereof, enforceable in accordance with
      its
      terms, except as the enforceability thereof may be limited by bankruptcy,
      insolvency or reorganization or general principles of equity.

     

    (k)  All
      parties to the Mortgage Note and the Mortgage had the legal capacity to enter
      into the Mortgage Loan transaction and to execute and deliver the Mortgage
      Note
      and the Mortgage, and the Mortgage Note and the Mortgage have been duly and
      properly executed by such parties.

     

    (l)  The
      proceeds of the Mortgage Loan have been fully disbursed and there is no
      requirement for future advances thereunder and any and all requirements as
      to
      completion of any on-site or off-site improvement and as to disbursements of
      any
      escrow funds therefor have been complied with. All costs, fees and expenses
      incurred in making or closing the Mortgage Loan and the recording of the
      Mortgage were paid, and the Mortgagor is not entitled to any refund of any
      amounts paid or due under the Mortgage Note or Mortgage.

     

    (m)  Immediately
      prior to the conveyance of the Mortgage Loans by the Mortgage Loan Seller to
      the
      Purchaser hereunder, the Mortgage Loan Seller was the sole owner and holder
      of
      the Mortgage Loan; the related Originator or the Mortgage Loan Seller or the
      applicable Servicer was the custodian of the related escrow account, if
      applicable; the Mortgage Loan had neither been assigned nor pledged, and the
      Mortgage Loan Seller had good and marketable title thereto, and had full right
      to transfer and sell the Mortgage Loan and the related servicing rights to
      the
      Purchaser free and clear of any encumbrance, equity, lien, pledge, charge,
      claim
      or security interest subject to the applicable servicing agreement and had
      full
      right and authority subject to no interest or participation of, or agreement
      with, any other party, to sell and assign the Mortgage Loan and the related
      servicing rights, subject to the applicable servicing agreement, to the
      Purchaser pursuant to the terms of this Agreement.

     

    (n)  All
      parties which have had any interest in the Mortgage, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) (1) in compliance with any and all
      applicable licensing requirements of the laws of the state wherein the Mortgaged
      Property is located, and (2) organized under the laws of such state, qualified
      to do business in such state, a federal savings and loan association or national
      bank having principal offices in such state or not deemed to be doing business
      in such state under applicable law.

     

    (o)  The
      Mortgage Loan is covered by an ALTA lender’s title insurance policy or
      equivalent form acceptable to the Department of Housing and Urban Development,
      or any successor thereto, and qualified to do business in the jurisdiction
      where
      the Mortgaged Property is located, insuring (subject to the exceptions contained
      in clause (i) above) the Mortgage Loan Seller (as assignee), its successors
      and
      assigns as to the first priority lien of the Mortgage in the original principal
      amount of the Mortgage Loan. Additionally, such lender’s title insurance policy
      affirmatively insures ingress and egress, and against encroachments by or upon
      the Mortgaged Property or any interest therein. With respect to each Mortgage
      Loan, the Mortgage Loan Seller (as assignee) is the sole insured of such
      lender’s title insurance policy, and such lender’s title insurance policy is in
      full force and effect. No claims have been made under such lender’s title
      insurance policy, and no prior holder of the related Mortgage, including the
      Mortgage Loan Seller, has done, by act or omission, anything which would impair
      the coverage of such lender’s title insurance policy.

     

    (p)  Except
      as
      provided in clause (b), immediately prior to the Cut-off Date, there was no
      default, breach, violation or event of acceleration existing under the Mortgage
      or the Mortgage Note and there was no event which, with the passage of time
      or
      with notice and the expiration of any grace or cure period, would constitute
      a
      default, breach, violation or event of acceleration, and the Mortgage Loan
      Seller has not waived any default, breach, violation or event of
      acceleration.

     

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

     

    (r)  All
      improvements which were considered in any appraisal which was used in
      determining the Appraised Value of the related Mortgaged Property lay wholly
      within the boundaries and building restriction lines of the Mortgaged Property,
      and no improvements on adjoining properties encroach upon the Mortgaged
      Property.

     

    (s)  The
      origination, servicing and collection practices with respect to each Mortgage
      Note and Mortgage including, the establishment, maintenance and servicing of
      the
      escrow accounts and escrow payments, if any, since origination, have been
      conducted in all respects in accordance with the terms of Mortgage Note and
      in
      compliance with all applicable laws and regulations and, unless otherwise
      required by law or Fannie Mae/Freddie Mac standards, in accordance with the
      proper, prudent and customary practices in the mortgage origination and
      servicing business. With respect to the escrow accounts and escrow payments,
      if
      any, and an EMC Mortgage Loan all such payments are in the possession or under
      the control of the Mortgage Loan Seller (including pursuant to a Subservicing
      Agreement) and there exists no deficiencies in connection therewith for which
      customary arrangements for repayment thereof have not been made. Any interest
      required to be paid pursuant to state and local law has been properly paid
      and
      credited.

     

    (t)  The
      Mortgaged Property is free of material damage and waste and there is no
      proceeding pending for the total or partial condemnation thereof.

     

    (u)  The
      Mortgage contains customary and enforceable provisions to render the rights
      and
      remedies of the holder thereof adequate for the realization against the
      Mortgaged Property of the benefits of the security intended to be provided
      thereby, including, (1) in the case of a Mortgage designated as a deed of trust,
      by trustee’s sale, and (2) otherwise by judicial foreclosure. There is no other
      exemption available to the Mortgagor which would interfere with the right to
      sell the Mortgaged Property at a trustee’s sale or the right to foreclose the
      Mortgage. The Mortgagor has not notified the Mortgage Loan Seller and the
      Mortgage Loan Seller has no knowledge of any relief requested or allowed to
      the
      Mortgagor under the Servicemembers Civil Relief Act.

     

    (v)  The
      Mortgage Note is not and has not been secured by any collateral except the
      lien
      of the applicable Mortgage.

     

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

     

    (x)  No
      Mortgage Loan contains a permanent or temporary “buydown” provision. The
      Mortgage Loan is not a graduated payment mortgage loan.

     

    (y)  The
      Mortgagor has received all disclosure materials required by applicable law
      with
      respect to the making of the Mortgage Loan.

     

    (z)  No
      Mortgage Loan was made in connection with the construction or rehabilitation
      of
      a Mortgaged Property.

     

    (aa)  To
      the
      best of the Mortgage Loan Seller’s knowledge, the Mortgaged Property is lawfully
      occupied under applicable law and all inspections, licenses and certificates
      required to be made or issued with respect to all occupied portions of the
      Mortgaged Property and, with respect to the use and occupancy of the same,
      including but not limited to certificates of occupancy, have been made or
      obtained from the appropriate authorities.

     

    (bb)  The
      assignment of Mortgage with respect to a Mortgage Loan is in recordable form
      and
      is acceptable for recording under the laws of the jurisdiction in which the
      Mortgaged Property is located.

     

    (cc)  The
      Mortgaged Property consists of a single parcel of real property with or without
      a detached single family residence erected thereon, or an individual condominium
      unit, or a 2-4 family dwelling, or an individual unit in a planned unit
      development as defined by Fannie Mae or a townhouse, each structure of which
      is
      permanently affixed to the Mortgaged Property, and is legally classified as
      real
      estate.

     

    (dd)  Each
      Mortgage Loan at the time of origination was underwritten in general in
      accordance with guidelines not inconsistent with the guidelines set forth in
      the
      Prospectus Supplement and generally accepted credit underwriting
      guidelines.

     

    (ee)  No
      error,
      omission, misrepresentation, fraud or similar occurrence with respect to a
      Mortgage Loan has taken place on the part of the Mortgage Loan Seller or the
      related Originator.

     

    (ff)  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 (“HOEPA”)
      or (b) classified and/or defined as a “high cost home loan” (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) under any federal, state, or
      local law, including, but not limited to, the States of Georgia or North
      Carolina.

     

    (gg)  None
      of
      the Mortgage Loans originated on or after October 1, 2002 and before March
      7,
      2003 was secured by property located in the State of Georgia.

     

    (hh)  Each
      Prepayment Charge is enforceable and was originated in compliance with all
      applicable federal, state and local laws. 

     

    (ii)  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
      FHLMC.

     

    (jj)  No
      Mortgage Loan 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 5.6b Revised, Appendix E attached hereto as Exhibit 6).

     

    (kk)  None
      of
      the Mortgage Loans that are secured by property located in the State of Illinois
      are in violation of the provisions of the Illinois Interest Act.

     

    (ll)  Each
      Mortgage Loan was originated with an initial mortgagee of
      record, or was originated in conformity with the underwriting standards of
      and purchased by a subsequent mortgagee, that was either (x) a savings
      and loan association, savings bank, commercial bank, credit union, insurance
      company, or similar institution which is supervised and examined by a Federal
      or
      State authority or (y) a mortgagee approved by the Secretary of Housing and
      Urban Development pursuant to sections 203 and 211 of the National Housing
      Act.

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 7 will inure to the benefit of the Purchaser, its successors and
      assigns, and the Certificate Insurers, notwithstanding any restrictive or
      qualified endorsement on any Mortgage Note or assignment of Mortgage or the
      examination of any Mortgage File. Upon any substitution for a Mortgage Loan,
      the
      representations and warranties set forth above shall be deemed to be made by
      the
      Mortgage Loan Seller as to any Replacement Mortgage Loan as of the date of
      substitution.

     

    Upon
      discovery or receipt of notice by the Sponsor, the Purchaser, the Certificate
      Insurers or the Trustee of a breach of any representation or warranty of the
      Sponsor set forth in this Section 7 which materially and adversely affects
      the
      value of the interests of the Purchaser, the Certificateholders, the Certificate
      Insurers or the Trustee in any of the Mortgage Loans delivered to the Purchaser
      pursuant to this Agreement, the party discovering or receiving notice of such
      breach shall give prompt written notice to the others. In the case of any such
      breach of a representation or warranty set forth in this Section 7, within
      90
      days from the date of discovery by the Sponsor, or the date the Sponsor is
      notified by the party discovering or receiving notice of such breach (whichever
      occurs earlier), the Sponsor will (i) cure such breach in all material respects,
      (ii) purchase the affected Mortgage Loan at the applicable Purchase Price or
      (iii) if within two years of the Closing Date, substitute a qualifying
      Replacement Mortgage Loan in exchange for such Mortgage Loan; provided that,
      (A)
      in the case of a breach of the representation and warranty concerning the
      Mortgage Loan Schedule contained in clause (a) of this Section 7, if such breach
      is material and relates to any field on the Mortgage Loan Schedule which
      identifies any Prepayment Charge or (B) in the case of a breach of the
      representation contained in clause (hh) of this Section 7, then, in each case,
      in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase
      Price, the Sponsor shall pay the amount of the Prepayment Charge (net of any
      amount previously collected by or paid to the Trust Fund in respect of such
      Prepayment Charge) from its own funds and without reimbursement therefor, and
      the Sponsor shall have no obligation to repurchase or substitute for such
      Mortgage Loan. The obligations of the Sponsor to cure, purchase or substitute
      a
      qualifying Replacement Mortgage Loan shall constitute the Purchaser’s, the
      Trustee’s and the Certificateholder’s sole and exclusive remedy under this
      Agreement or otherwise respecting a breach of representations or warranties
      hereunder with respect to the Mortgage Loans, except for the obligation of
      the
      Sponsor to indemnify the Purchaser for such breach as set forth in and limited
      by Section 13 hereof.

     

    Any
      cause
      of action against the Sponsor or relating to or arising out of a breach by
      the
      Sponsor of any representations and warranties made in this Section 7 shall
      accrue as to any Mortgage Loan upon (i) discovery of such breach by the Sponsor
      or notice thereof by the party discovering such breach and (ii) failure by
      the
      Sponsor to cure such breach, purchase such Mortgage Loan or substitute a
      qualifying Replacement Mortgage Loan pursuant to the terms hereof.

     

    SECTION
      8.  Representations
      and Warranties Concerning the Sponsor.
      As of
      the date hereof and as of the Closing Date, the Sponsor represents and warrants
      to the Purchaser and the Certificate Insurers as to itself in the capacity
      indicated as follows:

     

    (a)  the
      Sponsor (i) is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Delaware and (ii) is qualified and
      in
      good standing to do business in each jurisdiction where such qualification
      is
      necessary, except where the failure so to qualify would not reasonably be
      expected to have a material adverse effect on the Sponsor’s business as
      presently conducted or on the Sponsor’s ability to enter into this Agreement or
      any other Transaction Document to which it is a party and to consummate the
      transactions contemplated hereby or thereby;

     

    (b)  the
      Sponsor has full power to own its property, to carry on its business as
      presently conducted and to enter into and perform its obligations under this
      Agreement or any other Transaction Document to which it is a party;

     

    (c)  the
      execution and delivery by the Sponsor of this Agreement and any other
      Transaction Document to which it is a party has been duly authorized by all
      necessary action on the part of the Sponsor; and neither the execution and
      delivery of this Agreement or any other Transaction Document to which it is
      a
      party, nor the consummation of the transactions herein or therein contemplated,
      nor compliance with the provisions hereof or thereof, will conflict with or
      result in a breach of, or constitute a default under, any of the provisions
      of
      any law, governmental rule, regulation, judgment, decree or order binding on
      the
      Sponsor or its properties or the charter or by-laws of the Sponsor, except
      those
      conflicts, breaches or defaults which would not reasonably be expected to have
      a
      material adverse effect on the Sponsor’s ability to enter into this Agreement or
      any other Transaction Document to which it is a party and to consummate the
      transactions contemplated hereby or thereby;

     

    (d)  the
      execution, delivery and performance by the Sponsor of this Agreement and the
      consummation of the transactions contemplated hereby do not require the consent
      or approval of, the giving of notice to, the registration with, or the taking
      of
      any other action in respect of, any state, federal or other governmental
      authority or agency, except those consents, approvals, notices, registrations
      or
      other actions as have already been obtained, given or made and, in connection
      with the recordation of the Mortgages, powers of attorney or assignments of
      Mortgages not yet completed;

     

    (e)  each
      of
      this Agreement and the other Transaction Document to which it is a party has
      been duly executed and delivered by the Sponsor and, assuming due authorization,
      execution and delivery by the Purchaser, constitutes a valid and binding
      obligation of the Sponsor enforceable against it in accordance with its terms
      (subject to applicable bankruptcy and insolvency laws and other similar laws
      affecting the enforcement of the rights of creditors generally);

     

    (f)  there
      are
      no actions, suits or proceedings pending or, to the knowledge of the Sponsor,
      threatened against the Sponsor, before or by any court, administrative agency,
      arbitrator or governmental body (i) with respect to any of the transactions
      contemplated by this Agreement or any other Transaction Document to which it
      is
      a party or (ii) with respect to any other matter which in the judgment of the
      Sponsor could reasonably be expected to be determined adversely to the Sponsor
      and will if determined adversely to the Sponsor materially and adversely affect
      the Sponsor’s ability to perform its obligations under this Agreement or any
      other Transaction Document to which it is a party; and the Sponsor is not in
      default with respect to any order of any court, administrative agency,
      arbitrator or governmental body so as to materially and adversely affect the
      transactions contemplated by this Agreement; and

     

    (g)  the
      Mortgage Loan Seller’s Information (as defined in Section 13(a) hereof) does not
      include any untrue statement of a material fact or omit to state a material
      fact
      necessary in order to make the statements made, in light of the circumstances
      under which they were made, not misleading.

     

    SECTION
      9.  Representations
      and Warranties Concerning the Purchaser.
      As of
      the date hereof and as of the Closing Date, the Purchaser represents and
      warrants to the Mortgage Loan Seller and the Certificate Insurers as
      follows:

     

    (a)  the
      Purchaser (i) is a limited liability company duly organized, validly existing
      and in good standing under the laws of the State of Delaware and (ii) is
      qualified and in good standing to do business in each jurisdiction where such
      qualification is necessary, except where the failure so to qualify would not
      reasonably be expected to have a material adverse effect on the Purchaser’s
      business as presently conducted or on the Purchaser’s ability to enter into this
      Agreement or any other Transaction Document to which it is a party and to
      consummate the transactions contemplated hereby or thereby;

     

    (b)  the
      Purchaser has full power to own its property, to carry on its business as
      presently conducted and to enter into and perform its obligations under this
      Agreement or any other Transaction Document to which it is a party;

     

    (c)  the
      execution and delivery by the Purchaser of this Agreement or any other
      Transaction Document to which it is a party has been duly authorized by all
      necessary action on the part of the Purchaser; and neither the execution and
      delivery of this Agreement, nor the consummation of the transactions herein
      contemplated, nor compliance with the provisions hereof or thereof, will
      conflict with or result in a breach of, or constitute a default under, any
      of
      the provisions of any law, governmental rule, regulation, judgment, decree
      or
      order binding on the Purchaser or its properties or the certificate of formation
      or limited liability company agreement of the Purchaser, except those conflicts,
      breaches or defaults which would not reasonably be expected to have a material
      adverse effect on the Purchaser’s ability to enter into this Agreement or any
      other Transaction Document to which it is a party and to consummate the
      transactions contemplated hereby or thereby;

     

    (d)  the
      execution, delivery and performance by the Purchaser of this Agreement and
      the
      consummation of the transactions contemplated hereby do not require the consent
      or approval of, the giving of notice to, the registration with, or the taking
      of
      any other action in respect of, any state, federal or other governmental
      authority or agency, except those consents, approvals, notices, registrations
      or
      other actions as have already been obtained, given or made;

     

    (e)  each
      of
      this Agreement and the other Transaction Documents to which it is a party has
      been duly executed and delivered by the Purchaser and, assuming due
      authorization, execution and delivery by the Mortgage Loan Seller, constitutes
      a
      valid and binding obligation of the Purchaser enforceable against it in
      accordance with its terms (subject to applicable bankruptcy and insolvency
      laws
      and other similar laws affecting the enforcement of the rights of creditors
      generally);

     

    (f)  there
      are
      no actions, suits or proceedings pending or, to the knowledge of the Purchaser,
      threatened against the Purchaser, before or by any court, administrative agency,
      arbitrator or governmental body (i) with respect to any of the transactions
      contemplated by this Agreement and the other Transaction Documents to which
      it
      is a party or (ii) with respect to any other matter which in the judgment of
      the
      Purchaser will be determined adversely to the Purchaser and will if determined
      adversely to the Purchaser materially and adversely affect the Purchaser’s
      ability to perform its obligations under this Agreement and the other
      Transaction Documents to which it is a party; and the Purchaser is not in
      default with respect to any order of any court, administrative agency,
      arbitrator or governmental body so as to materially and adversely affect the
      transactions contemplated by this Agreement and the other Transaction Documents
      to which it is a party; and

     

    (g)  the
      Purchaser’s Information (as defined in Section 13(b) hereof) does not include
      any untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements made, in light of the circumstances
      under which they were made, not misleading.

     

    SECTION
      10.  Conditions
      to Closing.

     

    (a)  The
      obligations of the Purchaser under this Agreement will be subject to the
      satisfaction, on or prior to the Closing Date, of the following conditions:


     

    (1)  Each
      of
      the obligations of the Mortgage Loan Seller required to be performed at or
      prior
      to the Closing Date pursuant to the terms of this Agreement shall have been
      duly
      performed and complied with in all material respects; all of the representations
      and warranties of the Mortgage Loan Seller under this Agreement shall be true
      and correct as of the date or dates specified in all material respects; and
      no
      event shall have occurred which, with notice or the passage of time, would
      constitute a default under this Agreement or any of the Transaction Documents;
      and the Purchaser and the Certificate Insurers shall have received certificates
      to that effect signed by authorized officers of the Mortgage Loan
      Seller.

     

    (2)  The
      Purchaser shall have received all of the following closing documents, in such
      forms as are agreed upon and reasonably acceptable to the Purchaser, duly
      executed by all signatories other than the Purchaser as required pursuant to
      the
      respective terms thereof:

     

    (i)  If
      required pursuant to Section 3 hereof, the Amendment dated as of the Closing
      Date and any documents referred to therein;

     

    (ii)  If
      required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule
      containing the information set forth on Exhibit
      2
      hereto,
      one copy to be attached to each counterpart of the Amendment;

     

    (iii)  The
      Pooling and Servicing Agreement, in form and substance reasonably satisfactory
      to the Trustee, the Certificate Insurers and the Purchaser, and all documents
      required thereby duly executed by all signatories;

     

    (iv)  A
      certificate of an officer of the Sponsor dated as of the Closing Date, in a
      form
      reasonably acceptable to the Purchaser and the Certificate Insurers, and
      attached thereto the resolutions of the Sponsor authorizing the transactions
      contemplated by this Agreement and the other Transaction Documents to which
      it
      is a party, together with copies of the articles of incorporation, by-laws
      and
      certificate of good standing of the Sponsor;

     

    (v)  One
      or
      more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in
      form and substance reasonably satisfactory to the Purchaser, the Trustee, the
      Certificate Insurers and each Rating Agency;

     

    (vi)  A
      letter
      from each of the Rating Agencies giving each Class of Certificates set forth
      on
      Schedule A hereto the rating set forth therein; and

     

    (vii)  Such
      other documents, certificates (including additional representations and
      warranties) and opinions as may be reasonably necessary to secure the intended
      ratings from each Rating Agency for the Certificates (without taking into
      consideration the Insurance Policies).

     

    (3)  The
      Certificates to be sold to Bear Stearns pursuant to the Underwriting Agreement
      shall have been issued and sold to Bear Stearns.

     

    (4)  The
      Mortgage Loan Seller shall have furnished to the Purchaser and the Certificate
      Insurers such other certificates of its officers or others and such other
      documents and opinions of counsel to evidence fulfillment of the conditions
      set
      forth in this Agreement and the transactions contemplated hereby as the
      Purchaser, the Certificate Insurers and their respective counsel may reasonably
      request.

     

    (b)  The
      obligations of the Mortgage Loan Seller under this Agreement shall be subject
      to
      the satisfaction, on or prior to the Closing Date, of the following
      conditions:

     

    (1)  The
      obligations of the Purchaser required to be performed by it on or prior to
      the
      Closing Date pursuant to the terms of this Agreement shall have been duly
      performed and complied with in all material respects, and all of the
      representations and warranties of the Purchaser under this Agreement shall
      be
      true and correct in all material respects as of the date hereof and as of the
      Closing Date, and no event shall have occurred which would constitute a breach
      by it of the terms of this Agreement or any of the Transaction Documents, and
      the Mortgage Loan Seller and the Certificate Insurers shall have received a
      certificate to that effect signed by an authorized officer of the
      Purchaser.

     

    (2)  The
      Mortgage Loan Seller shall have received copies of all of the following closing
      documents, in such forms as are agreed upon and reasonably acceptable to the
      Mortgage Loan Seller, duly executed by all signatories other than the Mortgage
      Loan Seller as required pursuant to the respective terms thereof:

     

    (i)  If
      required pursuant to Section 3 hereof, the Amendment dated as of the Closing
      Date and any documents referred to therein;

     

    (ii)  The
      Pooling and Servicing Agreement, in form and substance reasonably satisfactory
      to the Sponsor and the Certificate Insurers, and all documents required thereby
      duly executed by all signatories;

     

    (iii)  A
      certificate of an officer of the Purchaser dated as of the Closing Date, in
      a
      form reasonably acceptable to the Mortgage Loan Seller and the Certificate
      Insurers, and attached thereto the written consent of the member of the
      Purchaser authorizing the transactions contemplated by this Agreement and the
      other Transaction Documents to which it is a party, together with copies of
      the
      Purchaser’s certificate of formation, limited liability company agreement, and
      evidence as to the good standing of the Purchaser dated as of a recent
      date;

     

    (iv)  One
      or
      more opinions of counsel from the Purchaser’s counsel in form and substance
      reasonably satisfactory to the Mortgage Loan Seller, the Certificate Insurers
      and the Rating Agencies; and

     

    (v)  Such
      other documents, certificates (including additional representations and
      warranties) and opinions as may be reasonably necessary to secure the intended
      rating from each Rating Agency for the Certificates (without taking into account
      the Insurance Policies).

     

    SECTION
      11.  Fees
      and Expenses.
      Subject
      to Section 16 hereof, the Sponsor (on its own behalf as a Mortgage Loan Seller)
      shall pay on the Closing Date or such later date as may be agreed to by the
      Purchaser (i) the fees and expenses of the Mortgage Loan Seller’s attorneys and
      the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and
      expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s
      Registration Statement based on the aggregate original principal amount of
      the
      Certificates and the filing fee of the Commission as in effect on the date
      on
      which the Registration Statement was declared effective, (iv) the fees and
      expenses including counsel’s fees and expenses in connection with any “blue sky”
and legal investment matters, (v) the fees and expenses of the Trustee which
      shall include without limitation the fees and expenses of the Trustee (and
      the
      fees and disbursements of its counsel) with respect to (A) legal and document
      review of this Agreement, the Pooling and Servicing Agreement, the Certificates
      and related agreements, (B) attendance at the Closing and (C) review of the
      Mortgage Loans to be performed by the Trustee or the Custodian on its behalf,
      (vi) the expenses for printing or otherwise reproducing the Certificates, the
      Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each
      Rating Agency (both initial and ongoing), (viii) the fees and expenses relating
      to the preparation and recordation of mortgage assignments (including
      intervening assignments, if any and if available, to evidence a complete chain
      of title from the originator to the Trustee) from the Mortgage Loan Seller
      to
      the Trustee or the expenses relating to the Opinion of Counsel referred to
      in
      Section 6(a) hereof, as the case may be, and (ix) Mortgage File due diligence
      expenses and other out-of-pocket expenses incurred by the Purchaser in
      connection with the purchase of the Mortgage Loans and by Bear Stearns in
      connection with the sale of the Certificates. The Sponsor (on its own behalf
      as
      a Mortgage Loan Seller) additionally agrees to pay directly to any third party
      on a timely basis the fees provided for above which are charged by such third
      party and which are billed periodically.

     

    SECTION
      12.  Accountants’
      Letters.

     

    (a)  Deloitte
      & Touche LLP will review the characteristics of a sample of the Mortgage
      Loans described in the Final Mortgage Loan Schedule and will compare those
      characteristics to the description of the Mortgage Loans contained in the
      Prospectus Supplement under the captions “Summary—The Mortgage Loans” and “The
      Mortgage Pool” and in Schedule A thereto. The Sponsor (on its own behalf as a
      Mortgage Loan Seller) will cooperate with the Purchaser in making available
      all
      information and taking all steps reasonably necessary to permit such accountants
      to complete the review and to deliver the letters required of them under the
      Underwriting Agreement. Deloitte & Touche LLP will also confirm certain
      calculations as set forth under the caption “Yield, Prepayment and Maturity
      Considerations” in the Prospectus Supplement.

     

    (b)  To
      the
      extent statistical information with respect to the Sponsor’s servicing portfolio
      is included in the Prospectus Supplement under the caption “Servicing of the
      Mortgage Loans—EMC—Delinquency and Foreclosure Experience of EMC,” a letter from
      the certified public accountant for the Sponsor will be delivered to the
      Purchaser dated the date of the Prospectus Supplement, in the form previously
      agreed to by the Sponsor and the Purchaser, with respect to such statistical
      information.

     

    SECTION
      13.  Indemnification.

     

    (a)  The
      Sponsor (on its own behalf as a Mortgage Loan Seller) shall indemnify and hold
      harmless the Purchaser and its directors, officers and controlling persons
      (as
      defined in Section 15 of the Securities Act) from and against any loss, claim,
      damage or liability or action in respect thereof, to which they or any of them
      may become subject, under the Securities Act or otherwise, insofar as such
      loss,
      claim, damage, liability or action arises out of, or is based upon (i) any
      untrue statement of a material fact contained in the Mortgage
      Loan Seller’s Information
      as
      identified in Exhibit
      3,
      the
      omission to state in the Term Sheet Supplement, the Prospectus Supplement or
      Prospectus (or any amendment thereof or supplement thereto approved by the
      Sponsor (on its own behalf as a Mortgage Loan Seller) and in which additional
      Mortgage Loan Seller’s Information is identified), in reliance upon and in
      conformity with Mortgage Loan Seller’s Information a material fact required to
      be stated therein or necessary to make the statements therein in light of the
      circumstances in which they were made, not misleading, (ii) any representation
      or warranty assigned or made by the Sponsor in Section 7 or Section 8 hereof
      being, or alleged to be, untrue or incorrect, or (iii) any failure by the
      Sponsor (on its own behalf as a Mortgage Loan Seller) to perform its obligations
      under this Agreement; and the Sponsor (on its own behalf as a Mortgage Loan
      Seller) shall reimburse the Purchaser and each other indemnified party for
      any
      legal and other expenses reasonably incurred by them in connection with
      investigating or defending or preparing to defend against any such loss, claim,
      damage, liability or action. 

     

    The
      foregoing indemnity agreement is in addition to any liability which the Sponsor
      otherwise may have to the Purchaser or any other such indemnified
      party.

     

    (b)  The
      Purchaser shall indemnify and hold harmless the Mortgage Loan Seller and its
      respective directors, officers and controlling persons (as defined in Section
      15
      of the Securities Act) from and against any loss, claim, damage or liability
      or
      action in respect thereof, to which they or any of them may become subject,
      under the Securities Act or otherwise, insofar as such loss, claim, damage,
      liability or action arises out of, or is based upon (i) any untrue statement
      of
      a material fact contained in the Purchaser’s
      Information
      as
      identified in Exhibit
      4,
      the
      omission to state in the Prospectus Supplement or Prospectus (or any amendment
      thereof or supplement thereto approved by the Purchaser and in which additional
      Purchaser’s Information is identified), in reliance upon and in conformity with
      the Purchaser’s Information, a material fact required to be stated therein or
      necessary to make the statements therein in light of the circumstances in which
      they were made, not misleading, (ii) any representation or warranty made by
      the
      Purchaser in Section 9 hereof being, or alleged to be, untrue or incorrect,
      or
      (iii) any failure by the Purchaser to perform its obligations under this
      Agreement; and the Purchaser shall reimburse the Mortgage Loan Seller, and
      each
      other indemnified party for any legal and other expenses reasonably incurred
      by
      them in connection with investigating or defending or preparing to defend any
      such loss, claim, damage, liability or action. The foregoing indemnity agreement
      is in addition to any liability which the Purchaser otherwise may have to the
      Mortgage Loan Seller, or any other such indemnified party. 

     

    (c)  Promptly
      after receipt by an indemnified party under subsection (a) or (b) above of
      notice of the commencement of any action, such indemnified party shall, if
      a
      claim in respect thereof is to be made against the indemnifying party under
      such
      subsection, notify each party against whom indemnification is to be sought
      in
      writing of the commencement thereof (but the failure so to notify an
      indemnifying party shall not relieve it from any liability which it may have
      under this Section 13 except to the extent that it has been prejudiced in any
      material respect by such failure or from any liability which it may have
      otherwise). In case any such action is brought against any indemnified party,
      and it notifies an indemnifying party of the commencement thereof, the
      indemnifying party will be entitled to participate therein and, to the extent
      it
      may elect by written notice delivered to the indemnified party promptly (but,
      in
      any event, within 30 days) after receiving the aforesaid notice from such
      indemnified party, to assume the defense thereof with counsel reasonably
      satisfactory to such indemnified party. Notwithstanding the foregoing, the
      indemnified party or parties shall have the right to employ its or their own
      counsel in any such case, but the fees and expenses of such counsel shall be
      at
      the expense of such indemnified party or parties unless (i) the employment
      of
      such counsel shall have been authorized in writing by one of the indemnifying
      parties in connection with the defense of such action, (ii) the indemnifying
      parties shall not have employed counsel to have charge of the defense of such
      action within a reasonable time after notice of commencement of the action,
      or
      (iii) such indemnified party or parties shall have reasonably concluded that
      there is a conflict of interest between itself or themselves and the
      indemnifying party in the conduct of the defense of any claim or that the
      interests of the indemnified party or parties are not substantially co-extensive
      with those of the indemnifying party (in which case the indemnifying parties
      shall not have the right to direct the defense of such action on behalf of
      the
      indemnified party or parties), in any of which events such fees and expenses
      shall be borne by the indemnifying parties (provided,
      however,
      that
      the indemnifying party shall be liable only for the fees and expenses of one
      counsel in addition to one local counsel in the jurisdiction involved. Anything
      in this subsection to the contrary notwithstanding, an indemnifying party shall
      not be liable for any settlement or any claim or action effected without its
      written consent; provided,
      however,
      that
      such consent was not unreasonably withheld. 

     

    (d)  If
      the
      indemnification provided for in paragraphs (a) and (b) of this Section 13 shall
      for any reason be unavailable to an indemnified party in respect of any loss,
      claim, damage or liability, or any action in respect thereof, referred to in
      Section 13, then the indemnifying party shall in lieu of indemnifying the
      indemnified party contribute to the amount paid or payable by such indemnified
      party as a result of such loss, claim, damage or liability, or action in respect
      thereof, in such proportion as shall be appropriate to reflect the relative
      benefits received by the Mortgage Loan Seller on the one hand and the Purchaser
      on the other from the purchase and sale of the Mortgage Loans, the offering
      of
      the Certificates and the other transactions contemplated hereunder. No person
      found liable for a fraudulent misrepresentation shall be entitled to
      contribution from any person who is not also found liable for such fraudulent
      misrepresentation. 

     

    (e)  The
      parties hereto agree that reliance by an indemnified party on any publicly
      available information or any information or directions furnished by an
      indemnifying party shall not constitute negligence, bad faith or willful
      misconduct by such indemnified party. 

     

    SECTION
      14.  Notices.
      All
      demands, notices and communications hereunder shall be in writing but may be
      delivered by facsimile transmission subsequently confirmed in writing. Notices
      to the Sponsor shall be directed to EMC Mortgage Corporation, 909 Hidden Ridge
      Drive, Suite 200 Irving, Texas 75038, (Telecopy: (972-444-2880)), and notices
      to
      the Purchaser shall be directed to Bear Stearns Asset Backed Securities I LLC,
      383 Madison Avenue, New York, New York 10179, (Telecopy: (212-272-7206)),
      Attention: Chief Counsel; or to any other address as may hereafter be furnished
      by one party to the other party by like notice. Any such demand, notice or
      communication hereunder shall be deemed to have been received on the date
      received at the premises of the addressee (as evidenced, in the case of
      registered or certified mail, by the date noted on the return receipt) provided
      that it is received on a business day during normal business hours and, if
      received after normal business hours, then it shall be deemed to be received
      on
      the next business day.

     

    SECTION
      15.  Transfer
      of Mortgage Loans.
      The
      Purchaser retains the right to assign the Mortgage Loans and any or all of
      its
      interest under this Agreement to the Trustee without the consent of the Mortgage
      Loan Seller, and, upon such assignment, the Trustee shall succeed to the
      applicable rights and obligations of the Purchaser hereunder; provided,
      however,
      the
      Purchaser shall remain entitled to the benefits set forth in Sections 11, 13
      and
      17 hereto and as provided in Section 2(a). Notwithstanding the foregoing, the
      sole and exclusive right and remedy of the Trustee with respect to a breach
      of
      representation or warranty of the Mortgage Loan Seller shall be the cure,
      purchase or substitution obligations of the Sponsor contained in Sections 5
      and
      7 hereof.

     

    SECTION
      16.  Termination.
      This
      Agreement may be terminated (a) by the mutual consent of the parties hereto
      prior to the Closing Date, (b) by the Purchaser, if the conditions to the
      Purchaser’s obligation to close set forth under Section 10(a) hereof are not
      fulfilled as and when required to be fulfilled or (c) by the Mortgage Loan
      Seller, if the conditions to the Mortgage Loan Seller’s obligation to close set
      forth under Section 10(b) hereof are not fulfilled as and when required to
      be
      fulfilled. In the event of termination pursuant to clause (b), the Sponsor
      (on
      its own behalf as a Mortgage Loan Seller) shall pay, and in the event of
      termination pursuant to clause (c), the Purchaser shall pay, all reasonable
      out-of-pocket expenses incurred by the other in connection with the transactions
      contemplated by this Agreement. In the event of a termination pursuant to clause
      (a), each party shall be responsible for its own expenses.

     

    SECTION
      17.  Representations,
      Warranties and Agreements to Survive Delivery.
      All
      representations, warranties and agreements contained in this Agreement, or
      contained in certificates of officers of the Mortgage Loan Seller submitted
      pursuant hereto, shall remain operative and in full force and effect and shall
      survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser
      to
      the Trustee). Subsequent to the delivery of the Mortgage Loans to the Purchaser,
      the Sponsor’s representations and warranties contained herein with respect to
      the Mortgage Loans shall be deemed to relate to the Mortgage Loans actually
      delivered to the Purchaser and included in the Final Mortgage Loan Schedule
      and
      any Replacement Mortgage Loan and not to those Mortgage Loans deleted from
      the
      Preliminary Mortgage Loan Schedule pursuant to Section 3 hereof prior to the
      Closing.

     

    SECTION
      18.  Severability.
      If any
      provision of this Agreement shall be prohibited or invalid under applicable
      law,
      this Agreement shall be ineffective only to such extent, without invalidating
      the remainder of this Agreement.

     

    SECTION
      19.  Counterparts.
      This
      Agreement may be executed in counterparts, each of which will be an original,
      but which together shall constitute one and the same agreement.

     

    SECTION
      20.  Amendment.
      This
      Agreement cannot be amended or modified in any manner without the prior written
      consent of each party.

     

    SECTION
      21.  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
      22.  Further
      Assurances.
      Each of
      the parties agrees to execute and deliver such instruments and take such actions
      as another party may, from time to time, reasonably request in order to
      effectuate the purpose and to carry out the terms of this Agreement including
      any amendments hereto which may be required by either Rating
      Agency.

     

    SECTION
      23.  Successors
      and Assigns.

     

    (a)  This
      Agreement shall bind and inure to the benefit of and be enforceable by the
      Mortgage Loan Seller and the Purchaser and their permitted successors and
      assigns and, to the extent specified in Section 13 hereof, Bear Stearns, and
      their directors, officers and controlling persons (within the meaning of federal
      securities laws), and the Certificate Insurers, to the extent of its rights
      as a
      third party beneficiary hereunder. The parties hereto hereby acknowledge that
      the Certificate Insurers shall be a third party beneficiary of this Agreement.
      The Mortgage Loan Seller acknowledges and agrees that the Purchaser may assign
      its rights under this Agreement (including, without limitation, with respect
      to
      the Sponsor’s representations and warranties respecting the Mortgage Loans) to
      the Trustee. Any person into which the Mortgage Loan Seller may be merged or
      consolidated (or any person resulting from any merger or consolidation involving
      the Mortgage Loan Seller), any person resulting from a change in form of the
      Mortgage Loan Seller or any person succeeding to the business of the Mortgage
      Loan Seller, shall be considered the “successor” of the Mortgage Loan Seller
      hereunder and shall be considered a party hereto without the execution or filing
      of any paper or any further act or consent on the part of any party hereto.
      Except as provided in the two preceding sentences, this Agreement cannot be
      assigned, pledged or hypothecated by either party hereto without the written
      consent of the other parties to this Agreement and any such assignment or
      purported assignment shall be deemed null and void.

     

    SECTION
      24.  The
      Mortgage Loan Seller.
      The
      Mortgage Loan Seller will keep in full force and effect its existence, all
      rights and franchises as a corporation under the laws of the State of its
      incorporation and will obtain and preserve its qualification to do business
      as a
      foreign corporation in each jurisdiction in which such qualification is
      necessary to perform its obligations under this Agreement.

     

    SECTION
      25.  Entire
      Agreement.
      This
      Agreement contains the entire agreement and understanding between the parties
      with respect to the subject matter hereof, and supersedes all prior and
      contemporaneous agreements, understandings, inducements and conditions, express
      or implied, oral or written, of any nature whatsoever with respect to the
      subject matter hereof.

     

    SECTION
      26.  No
      Partnership.
      Nothing
      herein contained shall be deemed or construed to create a partnership or joint
      venture between the parties hereto.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    


    


     

    


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      




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

     

    
      	
              EMC
                MORTGAGE CORPORATION

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	 	 
	
              BEAR
                STEARNS ASSET BACKED

              SECURITIES
                I LLC

            
	 	 
	
              By:

            	 
	
              Name:

            	
              Joseph
                T. Jurkowski, Jr.

            
	
              Title:

            	
              Vice
                President

            


    

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      1

    CONTENTS
      OF MORTGAGE FILE

     

    With
      respect to each Mortgage Loan, the Mortgage File shall include each of the
      following items, which shall be available for inspection by the Purchaser or
      its
      designee, and which shall be delivered to the Purchaser or its designee pursuant
      to the terms of this Agreement.

     

    (i)  The
      original Mortgage Note, including any riders thereto, endorsed without recourse
      to the order of “U.S. Bank National Association”, as Trustee for
      certificateholders of Bear Stearns Asset Backed Securities I LLC Asset-Backed
      Certificates, Series 2006-AC1,” and showing to the extent available to the
      Mortgage Loan Seller an unbroken chain of endorsements from the original payee
      thereof to the Person endorsing it to the Trustee;

     

    (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)  unless
      the Mortgage Loan is a MOM 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 Trustee of
      the
      Mortgage with respect to each Mortgage Loan in the name of “U.S. Bank National
      Association”, as Trustee for certificateholders of Bear Stearns Asset Backed
      Securities I LLC Asset-Backed Certificates, Series 2006-AC1,” which shall have
      been recorded (or if clause (x) in the proviso below applies, shall be in
      recordable form);

     

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

     

    (v)  the
      original policy of title insurance or mortgagee’s certificate of title insurance
      or commitment or binder for title insurance, if available, or a copy thereof,
      or, in the event that such original title insurance policy is unavailable,
      a
      photocopy thereof, or in lieu thereof, a current lien search on the related
      Mortgaged Property and

     

    (vi)  originals
      or copies of all available assumption, modification or substitution agreements,
      if any.

     

    Provided,
      however, that in lieu of the foregoing, the Mortgage Loan Seller
      may

    deliver
      the following documents, under the circumstances set forth below: (x) if any
      Mortgage, assignment thereof to the Trustee 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 Purchaser may deliver a true copy thereof with a certification by the
      Mortgage Loan Seller or the title company issuing the commitment for title
      insurance, on the face of such copy, substantially as follows: “Certified to be
      a true and correct copy of the original, which has been transmitted for
      recording”; and (y) in lieu of the Mortgage Notes relating to the Mortgage Loans
      identified in the list set forth in Exhibit J to the Pooling and Servicing
      Agreement, the Purchaser may deliver a lost note affidavit and indemnity 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 Purchaser, in lieu of delivering the
      above documents, may deliver to the Trustee and its Custodian a certification
      of
      a Servicing Officer to such effect and in such case shall deposit all amounts
      paid in respect of such Mortgage Loans, in the Master Servicer Collection
      Account or in the Distribution Account on the Closing Date. In the case of
      the
      documents referred to in clause (x) above, the Purchaser shall deliver such
      documents to the Trustee or its Custodian promptly after they are received.
      The
      Sponsor (on its own behalf as a Mortgage Loan 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
      Trustee to be submitted for recording promptly after the Closing Date; provided
      that the Sponsor (on its own behalf as a Mortgage Loan 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
      Sponsor (on its own behalf as a Mortgage Loan Seller) to the Trustee, the
      Certificate Insurers 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 MERS is identified on the Mortgage or on a properly recorded
      assignment of the Mortgage as mortgagee of record solely as nominee for Sponsor
      (on its own behalf as a Mortgage Loan Seller) and its successors and assigns.
      In
      the event that the Sponsor (on its own behalf as a Mortgage Loan Seller), the
      Purchaser or the Master Servicer gives written notice to the Trustee that a
      court has recharacterized the sale of the Mortgage Loans as a financing, the
      Sponsor (on its own behalf as a Mortgage Loan Seller) shall submit or cause
      to
      be submitted for recording as specified above or, should the Sponsor (on its
      own
      behalf as a Mortgage Loan Seller) fail to perform such obligations, the Master
      Servicer shall cause each such previously unrecorded assignment to be submitted
      for recording as specified above at the expense of the Trust. In the event
      a
      Mortgage File is released to the Company or the related Servicer as a result
      of
      such Person having completed a Request for Release, the Custodian shall, if
      not
      so completed, complete the assignment of the related Mortgage in the manner
      specified in clause (iii) above.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      2

     

    MORTGAGE
      LOAN SCHEDULE INFORMATION

     

    The
      Preliminary and Final Mortgage Loan Schedules shall set forth the following
      information with respect to each Mortgage Loan:

     

    
      	(i)  	
              the
                loan number;

            


    

     

    
      	(ii)  	
              the
                loan group;

            


    

     

    
      	(iii)  	
              the
                Servicer (or the Company, if it services the Mortgage Loan) and the
                Servicing Fee Rate;

            


    

     

    
      	(iv)  	
              the
                Mortgage Rate in effect as of the Cut-off
                Date;

            


    

     

    
      	(v)  	
              the
                LPMI Fee, if applicable;

            


    

     

    
      	(vi)  	
              the
                Net Mortgage Rate in effect as of the Cut-off
                Date;

            


    

     

    
      	(vii)  	
              the
                maturity date;

            


    

     

    
      	(viii)  	
              the
                original principal balance;

            


    

     

    
      	(ix)  	
              the
                Cut-off Date Balance;

            


    

     

    
      	(x)  	
              the
                original term;

            


    

     

    
      	(xi)  	
              the
                remaining term;

            


    

     

    
      	(xii)  	
              the
                property type; 

            


    

     

    
      	(xiii)  	
              the
                MIN with respect to each Mortgage Loan;
                and

            


    

     

    
      	(xiv)  	
              the
                Prepayment Charge, if any.

            


    

     

    Such
      schedule shall also set forth the aggregate Group I Cut-off Date Principal
      Balance and Group II Cut-off Date Principal Balance for all of the related
      Mortgage Loans. 

     

    


     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      3

    MORTGAGE
      LOAN SELLER’S INFORMATION

     

    All
      information in the Prospectus Supplement described under the following captions:
      “SUMMARY - The Mortgage Loans,” “THE MORTGAGE POOL,” “THE SPONSOR” and “SCHEDULE
      A - Mortgage Loan Statistical Data.”

     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      4

    PURCHASER’S
      INFORMATION

     

    All
      information in the Prospectus Supplement and the Prospectus, except the Mortgage
      Loan Seller’s Information.

     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      5

    SCHEDULE
      OF LOST NOTES

     

    Available
      Upon Request

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      6

     

                                              
      60;                     REVISED
      August 1,
      2005

    


    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 

              
	
                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.
                  

              	
                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

              
	 	
                Effective
                  October 1, 2002 - March 6, 2003 

              	 
	
                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 

              
	
                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) 

              
	
                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.
                  

              	
                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

              
	 	
                Effective
                  March 22, 2001 and amended from time to time 

              	 
	
                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 

              
	
                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 

              
	
                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 

              	
                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

              
	 	
                Ann.
                  §§ 37-23-10 et seq.
                  

                Effective
                  for loans taken on or after January 1, 2004 

              	 
	
                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 

              	
                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

              
	 	
                Act
                  of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq.
                  

                Effective
                  for loans closed on or after November 27, 2003 

              	 
	
                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 

              


      

      


      

 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SCHEDULE
      A

    


    REQUIRED
      RATINGS FOR EACH CLASS OF CERTIFICATES

     

    Public
      Certificates

    


    
      	
              Class

            	
              Moody’s

            	
              S&P

            
	
              I-A-1

            	
              Aaa

            	
              AAA

            
	
              I-A-2

            	
              Aaa

            	
              AAA

            
	
              I-M-1

            	
              Aa2

            	
              AA

            
	
              I-M-2

            	
              A2

            	
              A

            
	
              I-M-3

            	
              A3

            	
              A-

            
	
              I-B-1

            	
              Baa1

            	
              BBB+

            
	
              I-B-2

            	
              Baa2

            	
              BBB

            
	
              I-B-3

            	
              Baa3

            	
              BBB-

            
	
              II-1A-1

            	
              Aaa

            	
              AAA

            
	
              II-1A-2

            	
              Aa1

            	
              AAA

            
	
              II-2A-1

            	
              Aaa

            	
              AAA

            
	
              II-2A-2

            	
              Aaa

            	
              AAA

            
	
              II-B-1

            	
              Aa2

            	
              AA

            
	
              II-B-2

            	
              A2

            	
              A

            
	
              II-B-3

            	
              Baa2

            	
              BBB

            
	
              II-2X

            	
              Aaa

            	
              AAA

            
	
              II-2PO

            	
              Aaa

            	
              AAA

            
	
              II-1X

            	
              Aaa

            	
              AAA

            
	
              II-1PO

            	
              Aaa

            	
              AAA

            
	
              II-1P

            	
              Aaa

            	
              AAA

            
	
              II-1R-1

            	
              --

            	
              AAA

            
	
              II-1R-2

            	
              --

            	
              AAA

            


    

    


    None
      of
      the above ratings has been lowered, qualified or withdrawn since the dates
      of
      issuance of such ratings by the Rating Agencies.

     

    Private
      Certificates

    


    
      	
              Class

            	
              S&P

            
	
              I-B-4

            	
              BB

            
	
              II-B-4

            	
              BB

            
	
              II-B-5

            	
              B

            
	
              II-B-6

            	
              Not
                Rated

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L


    


    FORM
      OF
      BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE

    


     

    I.  The
      [         ]
      agreement dated as
      of [     ],
      200[
 ] (the “Agreement”), among [IDENTIFY PARTIES]

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

     

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

     

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

     

    (3) Based
      on
      my knowledge, all of the Company Servicing Information required to be provided
      by the Company under the Agreement has been provided to the Depositor and the
      Securities Administrator;

     

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

     

    (5) The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Company and by any subservicer or subcontractor pursuant to
      the
      Agreement, have been provided to the the Depositor and the Securities
      Administrator. Any material instances of noncompliance described in such reports
      have been disclosed to the the Depositor and the Securities Administrator.
      Any
      material instance of noncompliance with the Servicing Criteria has been
      disclosed in such reports.

     

    


     

     

    Date: _________________________

     

     

    By:

     

    Name:
       ________________________________
      

     

    Title:
       ________________________________

    


    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      M

    


    FORM
      OF POLICY

    


    
      	
              SURETY
                BOND

               

               

            	 
	
              Issuer:
                Bear Stearns Asset Backed Securities I Trust 2006-AC1

            	
              Policy
                Number: [        
                ]

              Control
                Number: [        
                ]

            


    

    Insured
      Obligations:

     

    
      	
              $[
                ] in aggregate maximum principal amount of Bear Stearns Asset Backed
                Securities I Trust 2006-AC1, Asset-Backed Certificates, Series 2006-AC1,
                Class I-A-2 Certificates (the “Insured
                Certificates”)

            


    

     

    Trustee:
      U.S. Bank National Association

     

    Financial
      Guaranty Insurance Company (“Financial Guaranty”), a New York stock insurance
      company, in consideration of the right of Financial Guaranty to receive monthly
      premiums pursuant to the Pooling and Servicing Agreement (as defined below)
      and
      the Insurance Agreement referred to therein, and subject to the terms of this
      Surety Bond, hereby unconditionally and irrevocably agrees to pay each Insured
      Amount, to the extent set forth in the Pooling and Servicing Agreement, to
      the
      Securities Administrator on behalf of the Trustee named above or its successor,
      not in its individual capacity, but solely as trustee for the Insured
      Certificateholders, except as otherwise provided herein with respect to
      Preference Amounts. Capitalized terms used and not otherwise defined herein
      shall have the meanings assigned to such terms in the Pooling and Servicing
      Agreement as in effect and executed on the date hereof without giving effect
      to
      any subsequent amendments or modifications thereto unless such amendments or
      modifications have been approved in writing by Financial Guaranty. 

     

    The
      term
“Insured Amount” means, with respect to the Insured Certificates (1) any
      Deficiency Amount and (2) any Preference Amount.

     

      The
      term
“Deficiency Amount” means, with respect to any Distribution Date and the Insured
      Certificates, an amount, if any, equal to the sum of:

     

    (i) the
      excess of (x) the Monthly Interest Distributable Amount for the Insured
      Certificates on such Distribution Date plus the interest portion of any Realized
      Losses on the Mortgage Loans in Loan Group I on such Distribution Date which
      are
      allocated to reduce the Monthly Interest Distributable Amount for the Insured
      Certificates on such Distribution Date in accordance with the Pooling and
      Servicing Agreement over (y) the Interest Funds from the Mortgage Loans in
      Loan
      Group I on such Distribution Date allocated to pay the Monthly Interest
      Distributable Amount on the Insured Certificates on such Distribution Date
      as
      provided in Section 6.04(a) of the Pooling and Servicing Agreement; and


     

    (ii)
       the
      Certificate Principal Balance of the Insured Certificates to the extent unpaid
      on the Last Scheduled Distribution Date or earlier termination of the related
      Sub-Trust pursuant to the terms of the Pooling and Servicing Agreement, in
      each
      case after giving effect to distributions made on such date from sources other
      than this Surety Bond.

     

    The
      term
“Insured Certificateholder” means, as to a particular Insured Certificate, the
      Person, other than the Depositor, any Servicer, the Master Servicer, the
      Trustee, the Seller, the Securities Administrator or any subservicer retained
      by
      a Servicer who, on the applicable Distribution Date, is entitled under the
      terms
      of the Insured Certificates to a distribution on the Insured
      Certificates.

     

    The
      term
“Last Scheduled Distribution Date” with respect to the Insured Certificates
      means the Distribution Date occurring in January 2036.

     

    Financial
      Guaranty will pay a Deficiency Amount with respect to the Insured Certificates
      by 12:00 noon (New York City time) in immediately available funds to the
      Securities Administrator on behalf of the Trustee on the later of (i) the second
      Business Day following the Business Day on which Financial Guaranty shall have
      received Notice that a Deficiency Amount is due in respect of the Insured
      Certificates, and (ii) the Distribution Date on which the related
      Deficiency Amount is payable to the Insured Certificateholders pursuant to
      the
      Pooling and Servicing Agreement, for payment to the Insured Certificateholders
      in the same manner as other payments with respect to the Insured Certificates
      are required to be made. Any Notice received by Financial Guaranty after 12:00
      noon New York City time on a given Business Day or on any day that is not a
      Business Day shall be deemed to have been received by Financial Guaranty on
      the
      next succeeding Business Day.

     

    Upon
      payment of an Insured Amount hereunder, Financial Guaranty shall be fully
      subrogated to the rights of the Insured Certificateholders to receive the amount
      so paid. Financial Guaranty’s obligations with respect to the Insured
      Certificates hereunder with respect to each Distribution Date shall be
      discharged to the extent funds consisting of the related Deficiency Amount
      are
      received by the Securities Administrator on behalf of the Trustee as trustee
      for
      the Insured Certificateholders for payment to such Insured Certificateholders,
      as provided in the Pooling and Servicing Agreement and herein, whether or not
      such funds are properly applied by the Securities Administrator.

     

    If
      any
      portion or all of any amount that is insured hereunder that was previously
      distributed to a Insured Certificateholder is recoverable and recovered from
      such Insured Certificateholder as a voidable preference by a trustee in
      bankruptcy pursuant to the U.S. Bankruptcy Code, pursuant to a final
      non-appealable order of a court exercising proper jurisdiction in an insolvency
      proceeding (a “Final Order”) (such recovered amount, a “Preference Amount”),
      Financial Guaranty will pay on the guarantee described in the first paragraph
      hereof, an amount equal to each such Preference Amount by 12:00 noon on the
      second Business Day following receipt by Financial Guaranty of (w) a certified
      copy of the Final Order, (x) an opinion of counsel satisfactory to Financial
      Guaranty that such order is final and not subject to appeal, (y) an assignment,
      in form reasonably satisfactory to Financial Guaranty, irrevocably assigning
      to
      Financial Guaranty all rights and claims of the Trustee and/or such Insured
      Certificateholder relating to or arising under such Preference Amount and
      appointing Financial Guaranty as the agent of the Trustee and/or such Insured
      Certificateholder in respect of such Preference Amount, and (z) a Notice
      appropriately completed and executed by the Securities Administrator or such
      Insured Certificateholder, as the case may be. Such payment shall be made to
      the
      receiver, conservator, debtor-in-possession or trustee in bankruptcy named
      in
      the Final Order and not to the Trustee or Insured Certificateholder directly
      (unless the Insured Certificateholder has previously paid such amount to such
      receiver, conservator, debtor-in-possession or trustee named in such Final
      Order
      in which case payment shall be made to the Trustee for payment to the Insured
      Certificateholder upon delivery of proof of such payment reasonably satisfactory
      to Financial Guaranty). Notwithstanding the foregoing, in no event shall
      Financial Guaranty be (i) required to make any payment under this Surety Bond
      in
      respect of any Preference Amount to the extent such Preference Amount is
      comprised of amounts previously paid by Financial Guaranty hereunder, or (ii)
      obligated to make any payment in respect of any Preference Amount, which payment
      represents a payment of the principal amount of any Insured Certificates, prior
      to the time Financial Guaranty otherwise would have been required to make a
      payment in respect of such principal, in which case Financial Guaranty shall
      pay
      the balance of the Preference Amount when such amount otherwise would have
      been
      required.

     

    Any
      of
      the documents required under clauses (w) through (z) of the preceding paragraph
      that are received by Financial Guaranty after 12:00 noon New York City time
      on a
      given Business Day or on any day that is not a Business Day shall be deemed
      to
      have been received by Financial Guaranty on the next succeeding Business Day.
      If
      any notice received by Financial Guaranty is not in proper form or is otherwise
      insufficient for the purpose of making a claim under this Surety Bond, it will
      be deemed not to have been received by Financial Guaranty, and Financial
      Guaranty will promptly so advise the Securities Administrator, and the
      Securities Administrator may submit an amended Notice. All payments made by
      Financial Guaranty hereunder in respect of Preference Amounts will be made
      with
      Financial Guaranty’s own funds.

     

    This
      Surety Bond is non-cancelable for any reason, including nonpayment of any
      premium. The premium on this Surety Bond is not refundable for any reason,
      including the payment of any Insured Certificates prior to the maturity of
      the
      Insured Certificates. This Surety Bond shall expire and terminate without any
      action on the part of Financial Guaranty or any other Person on the date that
      is
      the later of (i) the date that is one year and one day following the date on
      which the Insured Certificates shall have been paid in full and (ii) if any
      insolvency proceeding referenced in the second preceding paragraph has been
      commenced on or prior to the date specified in clause (i) above, the 30th day
      after the entry of a final, non-appealable order in resolution or settlement
      of
      such proceeding.

     

    A
      monthly
      premium shall be due and payable in arrears as provided in the Pooling and
      Servicing Agreement and the Insurance Agreement.

     

    This
      Surety Bond does not cover Net Interest Shortfalls or Net WAC Rate Carryover
      Amounts on the Insured Certificates, nor does it guarantee to the Insured
      Certificateholders any particular rate of principal payment. In addition, this
      Surety Bond does not cover shortfalls, if any, attributable to the liability
      of
      the Depositor, the Trust, the Trustee or the Insured Certificateholder for
      withholding taxes, if any (including interest and penalties in respect of any
      liability for withholding taxes). This Surety Bond does not cover the failure
      of
      the Trustee or Securities Administrator to make any distribution required under
      the Pooling and Servicing Agreement to any Insured
      Certificateholders.

     

    This
      Surety Bond is subject to and shall be governed by the laws of the State of
      New
      York, without giving effect to the conflicts of laws principles thereof. The
      proper venue for any action or proceeding on this Surety Bond shall be the
      County of New York, State of New York. 

     

    THE
      INSURANCE PROVIDED BY THIS SURETY BOND IS NOT COVERED BY THE NEW YORK
      PROPERTY/CASUALTY INSURANCE SECURITY FUND (NEW YORK INSURANCE CODE, ARTICLE
      76).

     

    “Notice”
means
      a
      written notice in the form of Exhibit A
      to this
      Surety Bond by registered or certified mail or telephonic or telegraphic notice,
      subsequently confirmed by written notice delivered via telecopy, telex or hand
      delivery from the Securities Administrator to Financial Guaranty specifying
      the
      information set forth therein. “Pooling and Servicing Agreement” means the
      Pooling and Servicing Agreement relating to the Insured Certificates among
      EMC
      Mortgage Corporation, as Seller, Bear Stearns Asset Backed Securities I LLC,
      as
      Depositor, Wells Fargo Bank, National Association, as Master Servicer and
      Securities Administrator, and U.S. Bank National Association, as Trustee, dated
      as of January 1, 2006. “Insurance Agreement” means the Insurance and Indemnity
      Agreement, among Financial Guaranty, EMC Mortgage Corporation, Bear Stearns
      Asset Backed Securities I LLC and the Trustee, dated as of August 31,
      2005.

     

    In
      the
      event that payments under any Insured Certificate are accelerated, nothing
      herein contained shall obligate Financial Guaranty to make any payment of
      principal or interest on such Insured Certificate on an accelerated basis,
      unless such acceleration of payment by Financial Guaranty is at the sole option
      of Financial Guaranty; it being understood that a payment shortfall in respect
      of the redemption of any Insured Certificate by reason of the repurchase of
      the
      assets of the related Sub-Trust pursuant to Section 11.01 of the Pooling and
      Servicing Agreement does not constitute acceleration for the purposes
      hereof.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Financial Guaranty has caused this Surety Bond to be affixed
      with its corporate seal and to be signed by its duly authorized officer in
      facsimile to become effective and binding upon Financial Guaranty by virtue
      of
      the countersignature of its duly authorized representative.

     

    


    
      	
              President
                ___________________________

            	
              Authorized
                Representative
                ________________

            


    

    Effective
      Date: January 31, 2006

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



     

    EXHIBIT
      A

     

    NOTICE
      OF
      NONPAYMENT

    AND
      DEMAND FOR PAYMENT OF INSURED AMOUNTS

     

    To: Financial
      Guaranty Insurance Company

    125
      Park
      Avenue

    New
      York,
      New York 10017

    (212)
      312-3000

    Attention:
      General Counsel

     

    Telephone:
      (212) 312-3000

    Telecopier:
      (212) 312-3220

     

    


    
      	
              Re:

            	
              $[     ]
                in
                aggregate maximum principal amount of Bear Stearns Asset Backed Securities
                I Trust 2006-AC1, Asset-Backed Certificates, Series 2006-AC1, Class
                I-A-2
                Certificates (the “Insured
                Certificates”)

            


    

     

    Policy
      No. [             ]
      (the
“Surety Bond”)

    Distribution
      Date: ___________________________

     

    We
      refer
      to that certain Pooling and Servicing Agreement, dated as of January 1, 2006,
      among EMC Mortgage Corporation, as Seller, Bear Stearns Asset Backed Securities
      I LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer
      and Securities Administrator, and U.S. Bank National Association, as Trustee
      (the “Pooling and Servicing Agreement”), relating to the above referenced
      Insured Certificates. All capitalized terms not otherwise defined herein or
      in
      the Surety Bond shall have the same respective meanings assigned to such terms
      in the Pooling and Servicing Agreement.

     

     

    
      SECTION
        6.    The
        Securities Administrator has determined under the Pooling and Servicing
        Agreement that in respect of such Distribution Date:

    

     

    
      	(a)  	
              the
                excess of (x) the Monthly Interest Distributable Amount for the Insured
                Certificates on such Distribution Date plus the interest portion
                of any
                Realized Losses on the Mortgage Loans in Loan Group I on such Distribution
                Date which are allocated to reduce the Monthly Interest Distributable
                Amount for the Insured Certificates on such Distribution Date in
                accordance with the Pooling and Servicing Agreement over (y) the
                Interest
                Funds from the Mortgage Loans in Loan Group I on such Distribution
                Date
                allocated to pay the Monthly Interest Distributable Amount on the
                Insured
                Certificates on such Distribution Date as provided in Section 6.04(a)
                of
                the Pooling and Servicing Agreement is $[__];
                and

            


    

     

    
      	(b)  	
              the
                Certificate Principal Balance of the Insured Certificates to the
                extent
                unpaid on the Last Scheduled Distribution Date or earlier termination
                of
                the related Sub-Trust pursuant to the terms of the Pooling and Servicing
                Agreement, in each case after giving effect to distributions made
                on such
                date from sources other than this Surety Bond is
                $[___]

            


    

    (b) The
      amounts available to pay the items identified in items (1) through (2) above,
      as
      reduced by any portion thereof that has been deposited in the Master Servicer
      Collection Account or the Distribution Account but may not be withdrawn
      therefrom pursuant to an order of a United States bankruptcy court of competent
      jurisdiction imposing a stay pursuant to Section 362 of the United States
      Bankruptcy Code), is $[_______].

     

    Please
      be
      advised that accordingly, a Deficiency Amount is due for the Distribution Date
      identified above for the Insured Certificates in the amount of $__________.
      This
      Deficiency Amount constitutes an Insured Amount payable by Financial Guaranty
      under the Surety Bond.

     

    [In
      addition, attached hereto is a copy of the Final Order in connection with a
      Preference Amount in the amount set forth therein, together with an assignment
      of rights and appointment of agent and other documents required by the Surety
      Bond in respect of Preference Amounts. The amount of the Preference Amount
      is
      $______________. This Preference Amount constitutes an Insured Amount payable
      by
      Financial Guaranty under the Surety Bond.]

     

    Accordingly,
      pursuant to the Pooling and Servicing Agreement, this statement constitutes
      a
      notice for payment of an Insured Amount by Financial Guaranty in the amount
      of
      $_______________ under the Surety Bond.

     

    (c) No
      payment claimed hereunder is in excess of the amount payable under the Surety
      Bond.

     

    The
      amount requested in this Notice should be paid to: [Payment
      Instructions]

     

    Any
      person who knowingly and with intent to defraud any insurance company or other
      person files an application for insurance or statement of claim containing
      any
      materially false information or conceals for the purpose of misleading,
      information concerning any fact material thereto, commits a fraudulent insurance
      act, which is a crime, and shall also be subject to a civil penalty not to
      exceed Five Thousand Dollars ($5,000.00) and the stated value of the claim
      for
      each such violation.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has executed and delivered this
      Notice of Nonpayment and Demand for Payment of Insured Amounts this _____ day
      of
      ______________.

     

    
      	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION, as Securities
                Administrator

            
	 	 
	
              By:

            	 
	 	 
	
              Title:

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      N

    


    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     

    Definitions

    Primary
      Servicer - transaction party having borrower contact

    Master
      Servicer - aggregator of pool assets

    Securities
      Administrator - waterfall calculator

    Back-up
      Servicer - named in the transaction (in the event a Back up Servicer becomes
      the
      Primary Servicer, follow Primary Servicer obligations)

    Custodian
      - safe keeper of pool assets

    Trustee
      -
      fiduciary of the transaction

    


    Note:
      The
      definitions above describe the essential function that the party performs,
      rather than the party’s title. So, for example, in a particular transaction, the
      trustee may perform the “paying agent” and “securities administrator” functions,
      while in another transaction, the securities administrator may perform these
      functions.

    


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

    


    Key:       
       X
      - obligation

    [X]
      - under consideration for obligation

     

    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Primary
                Servicer

            	
              Master
                Servicer

            	
              Securities
                Admin

            	
              Custodian

            	
              Trustee
                (nominal)

            
	 	
              General
                Servicing Considerations

            	 	 	 	 	 
	
              1122(d)(1)(i)

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

            	
              X

            	
              X

            	
              X

            	 	 
	
              1122(d)(1)(ii)

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


            	
              X

            	
              X

            	 	 	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the Pool Assets are maintained. 

            	 	 	 	 	 
	
              1122(d)(1)(iv)

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

            	
              X

            	
              X

            	 	 	 
	 	
              Cash
                Collection and Administration

            	 	 	 	 	 
	
              1122(d)(2)(i)

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

            	
              X

            	
              X

            	
              X

            	 	 
	
              1122(d)(2)(ii)

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

            	
              X

            	
              X

            	
              X

            	 	 
	
              1122(d)(2)(iii)

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

            	
              X

            	
              X

            	
              X

            	 	 
	
              1122(d)(2)(iv)

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

            	
              X

            	
              X

            	
              X

            	 	 
	
              1122(d)(2)(v)

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

            	
              X

            	
              X

            	
              X

            	 	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized access.
                

            	
              X

            	 	
              X

            	 	 
	
              1122(d)(2)(vii)
                

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

            	
              X

            	
              X

            	
              X

            	 	 
	 	
              Investor
                Remittances and Reporting

            	 	 	 	 	 
	
              1122(d)(3)(i)

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

            	
              X

            	
              X

            	
              X

            	 	 
	
              1122(d)(3)(ii)

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

            	
              X

            	
              X

            	
              X

            	 	 
	
              1122(d)(3)(iii)

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

            	
              X

            	
              X

            	
              X

            	 	 
	
              1122(d)(3)(iv)

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

            	
              X

            	
              X

            	
              X

            	 	 
	 	
              Pool
                Asset Administration

            	 	 	 	 	 
	
              1122(d)(4)(i)
                

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents. 

            	
              X

            	 	 	
              X

            	 
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements 

            	
              X

            	 	 	
              X

            	 
	
              1122(d)(4)(iii)

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

            	
              X

            	 	
              X

            	 	 
	
              1122(d)(4)(iv)

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

            	
              X

            	 	 	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal balance.
                

            	
              X

            	 	 	 	 
	
              1122(d)(4)(vi)

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

            	
              X

            	
              X

            	 	 	 
	
              1122(d)(4)(vii)

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

            	
              X

            	
              X

            	 	 	 
	
              1122(d)(4)(viii)

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

            	
              X

            	 	 	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents. 

            	
              X

            	 	 	 	 
	
              1122(d)(4)(x)

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

            	
              X

            	 	 	 	 
	
              1122(d)(4)(xi)

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

            	
              X

            	 	 	 	 
	
              1122(d)(4)(xii)

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

            	
              X

            	 	 	 	 
	
              1122(d)(4)(xiii)

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

            	
              X

            	 	 	 	 
	
              1122(d)(4)(xiv)
                

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements. 

            	
              X

            	
              X

            	 	 	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements. (In this transaction there is no external
                enhancement or other support.)

            	
              X

            	 	
              X

            	 	 


    

    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      O

    


    FORM
      10-D, FORM 8-K AND FORM 10-K

    REPORTING
      RESPONSIBILITY

    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the party identified
      as responsible for preparing the Securities Exchange Act Reports pursuant to
      Section 4.18 of the Pooling and Servicing Agreement. 

    


    Under
      Item 1 of Form 10-D: a) items marked “Monthly Statement to Certificateholders”
are required to be included in the periodic Distribution Date statement under
      Section 6.06, provided by the Securities Administrator based on information
      received from the party providing such information; and b) items marked “Form
      10-D report” are required to be in the Form 10-D report but not the Monthly
      Statements to Certificateholders, provided by the party indicated. Information
      under all other Items of Form 10-D is to be included in the Form 10-D report.
      All such information and any other Items on Form 8-K and Form 10-D set forth
      in
      this Exhibit shall be sent to the Securities Administrator and the
      Depositor.

     

    
      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	
                10-D

              	
                Must
                  be filed within 15 days of the distribution date for the asset-backed
                  securities.

              	 	
                (nominal)

              	 	 
	
                1

              	
                Distribution
                  and Pool Performance Information

              	 	 	 	 	 	 	 
	
                Item
                  1121(a) - Distribution and Pool Performance
                  Information

              	 	 	 	 	 	 	 
	
                (1)
                  Any applicable record dates, accrual dates, determination dates
                  for
                  calculating distributions and actual distribution dates for the
                  distribution period.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 	 
	
                (2)
                  Cash flows received and the sources thereof for distributions,
                  fees and
                  expenses.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 	 
	
                (3)
                  Calculated amounts and distribution of the flow of funds for the
                  period
                  itemized by type and priority of payment, including:

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 	 
	
                (i)
                  Fees or expenses accrued and paid, with an identification of the
                  general
                  purpose of such fees and the party receiving such fees or
                  expenses.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 	 
	
                (ii)
                  Payments accrued or paid with respect to enhancement or other support
                  identified in Item 1114 of Regulation AB (such as insurance premiums
                  or
                  other enhancement maintenance fees), with an identification of
                  the general
                  purpose of such payments and the party receiving such
                  payments.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 	 
	
                (iii)
                  Principal, interest and other distributions accrued and paid on
                  the
                  asset-backed securities by type and by class or series and any
                  principal
                  or interest shortfalls or carryovers.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 	 
	
                (iv)
                  The amount of excess cash flow or excess spread and the disposition
                  of
                  excess cash flow.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 	 
	
                (4)
                  Beginning and ending principal balances of the asset-backed
                  securities.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 	 
	
                (5)
                  Interest rates applicable to the pool assets and the asset-backed
                  securities, as applicable. Consider providing interest rate information
                  for pool assets in appropriate distributional groups or incremental
                  ranges.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 	 
	
                (6)
                  Beginning and ending balances of transaction accounts, such as
                  reserve
                  accounts, and material account activity during the period.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 	 
	
                (7)
                  Any amounts drawn on any credit enhancement or other support identified
                  in
                  Item 1114 of Regulation AB, as applicable, and the amount of coverage
                  remaining under any such enhancement, if known and
                  applicable.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 	 
	
                (8)
                  Number and amount of pool assets at the beginning and ending of
                  each
                  period, and updated pool composition information, such as weighted
                  average
                  coupon, weighted average remaining term, pool factors and prepayment
                  amounts.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	
                Updated
                  pool composition information fields to be as specified by Depositor
                  from
                  time to time

              	 
	
                (9)
                  Delinquency and loss information for the period.

              	
                X

              	
                X

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 	 
	
                In
                  addition, describe any material changes to the information specified
                  in
                  Item 1100(b)(5) of Regulation AB regarding the pool assets.
                  (methodology)

              	
                X

              	 	 	 	 	 	 
	
                (10)
                  Information on the amount, terms and general purpose of any advances
                  made
                  or reimbursed during the period, including the general use of funds
                  advanced and the general source of funds for
                  reimbursements.

              	
                X

              	
                X

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 	 
	
                (11)
                  Any material modifications, extensions or waivers to pool asset
                  terms,
                  fees, penalties or payments during the distribution period or that
                  have
                  cumulatively become material over time.

              	
                X

              	
                X

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 	 
	
                (12)
                  Material breaches of pool asset representations or warranties or
                  transaction covenants.

              	
                X

              	
                X

              	
                X

                 

                (if
                  agreed upon by the parties)

              	 	 	
                X

              	 
	
                (13)
                  Information on ratio, coverage or other tests used for determining
                  any
                  early amortization, liquidation or other performance trigger and
                  whether
                  the trigger was met.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 	 
	
                (14)
                  Information regarding any new issuance of asset-backed securities
                  backed
                  by the same asset pool, 

              	 	 	 	 	 	
                X

              	 
	
                information
                  regarding any pool asset changes (other than in connection with
                  a pool
                  asset converting into cash in accordance with its terms), such
                  as
                  additions or removals in connection with a prefunding or revolving
                  period
                  and pool asset substitutions and repurchases (and purchase rates,
                  if
                  applicable), and cash flows available for future purchases, such
                  as the
                  balances of any prefunding or revolving accounts, if
                  applicable.

              	
                X

              	
                X

              	
                X

              	 	 	
                X

              	 
	
                Disclose
                  any material changes in the solicitation, credit-granting, underwriting,
                  origination, acquisition or pool selection criteria or procedures,
                  as
                  applicable, used to originate, acquire or select the new pool
                  assets.

              	 	 	 	 	 	
                X

              	
                X

              
	
                Item
                  1121(b) - Pre-Funding or Revolving Period Information

                 

                Updated
                  pool information as required under Item 1121(b).

              	 	 	 	 	 	
                X

              	 
	
                2

              	
                Legal
                  Proceedings

              	 	 	 	 	 	 	 
	
                Item
                  1117 - Legal proceedings pending against the following entities,
                  or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

              	 	 	 	 	 	 	 
	
                Sponsor
                  (Seller)

              	 	 	 	 	 	 	
                X

              
	
                Depositor

              	 	 	 	 	 	
                X

              	 
	
                Trustee

              	 	 	 	 	 	 	 
	
                Issuing
                  entity

              	 	 	 	 	 	
                X

              	 
	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	
                X

              	
                X

              	 	 	 	 	 
	
                Securities
                  Administrator

              	 	 	
                X

              	 	 	 	 
	
                Originator
                  of 20% or more of pool assets as of the Cut-off Date

              	 	 	 	 	 	
                X

              	 
	
                Custodian

              	 	 	 	
                X

              	 	 	 
	
                3

              	
                Sales
                  of Securities and Use of Proceeds

              	 	 	 	 	 	 	 
	
                Information
                  from Item 2(a) of Part II of Form 10-Q:

                 

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K. Pricing
                  information
                  can be omitted if securities were not registered.

              	 	 	 	 	 	
                X

              	 
	
                4

              	
                Defaults
                  Upon Senior Securities

              	 	 	 	 	 	 	 
	
                Information
                  from Item 3 of Part II of Form 10-Q:

                 

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

              	 	 	
                X

              	 	 	 	 
	
                5

              	
                Submission
                  of Matters to a Vote of Security Holders

              	 	 	 	 	 	 	 
	
                Information
                  from Item 4 of Part II of Form 10-Q

              	 	 	
                X

              	 	 	 	 
	
                6

              	
                Significant
                  Obligors of Pool Assets

              	 	 	 	 	 	 	 
	
                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	 	 	 	 	 	
                X

              	 
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 	 	 	 	 	 	 
	
                7

              	
                Significant
                  Enhancement Provider Information

              	 	 	 	 	 	 	 
	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information*

              	 	 	 	 	 	 	 
	
                Determining
                  applicable disclosure threshold

              	 	 	 	 	 	
                X

              	 
	
                Obtain
                  required financial information or effecting incorporation by
                  reference

              	 	 	 	 	 	
                X

              	 
	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information*

              	 	 	 	 	 	 	 
	
                Determining
                  current maximum probable exposure

              	 	 	 	 	 	
                X

              	 
	
                Determining
                  current significance percentage

              	 	 	
                X

              	 	 	 	 
	
                Notify
                  derivative counterparty of significance percentage and request
                  required
                  financial information

              	 	 	
                X

              	 	 	 	 
	
                Obtain
                  required financial information or effecting incorporation by
                  reference

              	 	 	 	 	 	
                X

              	 
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 	 	 	 	 	 	 
	
                8

              	
                Other
                  Information

              	 	 	 	 	 	 	 
	
                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

              	
                The
                  Responsible Party for the applicable Form 8-K item as indicated
                  below.

              
	
                9

              	
                Exhibits

              	 	 	 	 	 	 	 
	
                Distribution
                  report

              	 	 	
                X

              	 	 	 	 
	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	 	 	 	 	 	
                X

              	 
	
                8-K

              	
                Must
                  be filed within four business days of an event reportable on Form
                  8-K.

              	 	 	 	 
	
                1.01

              	
                Entry
                  into a Material Definitive Agreement

              	 	 	 	 	 	 	 
	
                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                 

                Examples:
                  servicing agreement, custodial agreement.

                 

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	
                X

              	
                X

              	
                X 

              	 	 	
                X 

              	
                X

              
	
                1.02

              	
                Termination
                  of a Material Definitive Agreement

              	
                X

              	
                X

              	
                X 

              	 	 	
                X

              	
                X 

              
	
                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                 

                 

                Examples:
                  servicing agreement, custodial agreement.

              	 	 	 	 	 	 	 
	
                1.03

              	
                Bankruptcy
                  or Receivership

              	 	 	 	 	 	 	 
	
                Disclosure
                  is required regarding the bankruptcy or receivership, if known
                  to the
                  Master Servicer, with respect to any of the following: 

                 

                Sponsor
                  (Seller), Depositor, Master Servicer, affiliated Servicer, other
                  Servicer
                  servicing 20% or more of pool assets at time of report, other material
                  servicers, Certificate Administrator, Trustee, significant obligor,
                  credit
                  enhancer (10% or more), derivatives counterparty,
                  Custodian

              	
                X

              	
                X

              	
                X 

              	
                X

              	 	
                X 

              	
                X

              
	
                2.04

              	
                Triggering
                  Events that Accelerate or Increase a Direct Financial Obligation
                  or an
                  Obligation under an Off-Balance Sheet Arrangement

              	 	 	 	 	 	 	 
	
                Includes
                  an early amortization, performance trigger or other event, including
                  event
                  of default, that would materially alter the payment priority/distribution
                  of cash flows/amortization schedule.

                 

                Disclosure
                  will be made of events other than waterfall triggers which are
                  disclosed
                  in the Monthly Statement to Certificateholders

              	 	
                X

              	
                X

              	 	 	 	 
	
                3.03

              	
                Material
                  Modification to Rights of Security Holders

              	 	 	 	 	 	 	 
	
                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Pooling and Servicing
                  Agreement

              	 	 	
                X

              	 	 	
                X

              	 
	
                5.03

              	
                Amendments
                  to Articles of Incorporation or Bylaws; Change in Fiscal
                  Year

              	 	 	 	 	 	 	 
	
                Disclosure
                  is required of any amendment “to the governing documents of the issuing
                  entity”

              	 	 	 	 	 	
                X

              	 
	
                5.06

              	
                Change
                  in Shell Company Status

              	 	 	 	 	 	 	 
	
                [Not
                  applicable to ABS issuers]

              	 	 	 	 	 	
                X

              	 
	
                6.01

              	
                ABS
                  Informational and Computational Material

              	 	 	 	 	 	 	 
	
                [Not
                  included in reports to be filed under Section 3.18]

              	 	 	 	 	 	
                X

              	 
	
                6.02

              	
                Change
                  of Servicer or Trustee

              	 	 	 	 	 	 	 
	
                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master servicer, affiliated servicer, other servicer servicing
                  10% or more
                  of pool assets at time of report, other material servicers, certificate
                  administrator or trustee. 

              	
                X

              	
                X

              	
                X

              	 	 	
                X

              	 
	 	
                Reg
                  AB disclosure about any new servicer is also required.

              	
                X

              	 	 	 	 	 	 
	
                Reg
                  AB disclosure about any new trustee is also required.

              	 	 	 	 	
                X
                  

                (to
                  the extent of a new trustee)

              	 	 
	
                Reg
                  AB disclosure about any new securities administrator is also
                  required.

              	 	 	
                X

              	 	 	 	 
	
                6.03

              	
                Change
                  in Credit Enhancement or Other External Support [In this transaction
                  there
                  is no external enhancement or other support.]

              	 	 	 	 	 	 	 
	
                Covers
                  termination of any enhancement in manner other than by its terms,
                  the
                  addition of an enhancement, or a material change in the enhancement
                  provided. Applies to external credit enhancements as well as derivatives.
                  

              	 	 	
                X

              	 	 	
                X

              	 
	 	
                Reg
                  AB disclosure about any new enhancement provider is also
                  required.

              	 	 	
                X

              	 	 	
                X

              	 
	
                6.04

              	
                Failure
                  to Make a Required Distribution

              	 	 	
                X

              	 	 	 	 
	
                6.05

              	
                Securities
                  Act Updating Disclosure

              	 	 	 	 	 	 	 
	
                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Reg AB disclosure about the actual asset
                  pool.

              	 	 	 	 	 	
                X

              	
                 

              
	
                If
                  there are any new servicers or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

              	 	 	 	 	 	
                X

              	 
	
                7.01

              	
                Regulation
                  FD Disclosure

              	
                X

              	
                X

              	
                X

              	 	 	
                X

              	 
	
                8.01

              	
                Other
                  Events

              	 	 	 	 	 	 	 
	
                Any
                  event, with respect to which information is not otherwise called
                  for in
                  Form 8-K, that the registrant deems of importance to security
                  holders.

              	 	 	 	 	 	
                X

              	 
	
                9.01

              	
                Financial
                  Statements and Exhibits

              	
                The
                  Responsible Party applicable to reportable event.

              
	
                10-K

              	
                Must
                  be filed within 90 days of the fiscal year end for the
                  registrant.

              	 	 	 	 
	
                9B

              	
                Other
                  Information

              	 	 	 	 	 	 	 
	 	 	
                Disclose
                  any information required to be reported on Form 8-K during the
                  fourth
                  quarter covered by the Form 10-K but not reported

              	
                The
                  Responsible Party for the applicable Form 8-K item as indicated
                  above.

              
	 	
                15

              	
                Exhibits
                  and Financial Statement Schedules

              	 	 	 	 	 	 	 
	
                Item
                  1112(b) - Significant
                  Obligor Financial Information

              	 	 	 	 	 	
                X

              	 
	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information

              	 	 	 	 	 	 	 
	
                Determining
                  applicable disclosure threshold

              	 	 	 	 	 	
                X

              	 
	
                Obtain
                  required financial information or effecting incorporation by
                  reference

              	 	 	 	 	 	
                X

              	 
	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information

              	 	 	 	 	 	 	 
	
                Determining
                  current maximum probable exposure

              	 	 	 	 	 	
                X

              	 
	 	 	
                Determining
                  current significance percentage

              	 	 	
                X

              	 	 	 	 
	
                Notify
                  derivative counterparty of significance percentage and request
                  required
                  financial information

              	 	 	
                X

              	 	 	 	 
	
                Obtain
                  required financial information or effecting incorporation by
                  reference

              	 	 	 	 	 	
                X

              	 
	
                Item
                  1117 - Legal proceedings pending against the following entities,
                  or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

              	 	 	 	 	 	 	 
	
                Sponsor
                  (Seller)

              	 	 	 	 	 	 	
                X

              
	
                Depositor

              	 	 	 	 	 	
                X

              	 
	
                Trustee

              	 	 	 	 	 	 	 
	
                Issuing
                  entity

              	 	 	 	 	 	
                X

              	 
	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	
                X

              	
                X

              	 	 	 	 	 
	
                Securities
                  Administrator

              	 	 	
                X

              	 	 	 	 
	
                Originator
                  of 20% or more of pool assets as of the Cut-off Date

              	 	 	 	 	 	
                X

              	 
	
                Custodian

              	 	 	 	
                X

              	 	 	 
	
                Item
                  1119 - Affiliations and relationships between the following entities,
                  or
                  their respective affiliates, that are material to
                  Certificateholders:

              	 	 	 	 	 	 	 
	
                Sponsor
                  (Seller)

              	 	 	 	 	 	 	
                X

              
	
                Depositor

              	 	 	 	 	 	
                X

              	 
	
                Trustee

              	 	 	 	 	 	 	 
	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	
                X

              	
                X

              	 	 	 	 	 
	
                Securities
                  Administrator

              	 	 	
                X

              	 	 	 	 
	
                Originator

              	 	 	 	 	 	
                X

              	 
	
                Custodian

              	 	 	 	
                X

              	 	 	 
	
                Credit
                  Enhancer/Support Provider

              	 	 	 	 	 	
                X

              	 
	
                Significant
                  Obligor

              	 	 	 	 	 	
                X

              	 
	
                Item
                  1122 - Assessment of Compliance with Servicing
                  Criteria

              	
                X

              	
                X

              	
                X

              	
                X

              	 	 	 
	
                Item
                  1123 - Servicer Compliance Statement

              	
                X

              	
                X

              	 	 	 	 	 


      

    

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      P

     

    Additional
      Disclosure Notification

     

    Bear
      Stearns Asset Backed Securities I LLC

    383
      Madison Avenue

    New
      York,
      New York 10179

    Fax:
      (212) 272-2000

    E-Mail:
      regabnotification@bear.com

    


    Wells
      Fargo Bank, N.A. as [Securities Administrator] 

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Fax:
      (410) 715-2380

    E-mail:
      cts.sec.notifications@wellsfargo.com

     

    Attn:
      Corporate Trust Services - BSABS I 2006-AC1-SEC REPORT PROCESSING

     

    RE:
      **Additional Form [     ] Disclosure**Required

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 4.18 of the Pooling and Servicing Agreement, dated
      as of
      January 1, 2006, among EMC Mortgage Corporation, as Sponsor and Company, Wells
      Fargo Bank, National Association, as Master Servicer and Securities
      Administrator and U.S. Bank National Association as Trustee. The undersigned
      hereby notifies you that certain events have come to our attention that
      [will][may] need to be disclosed on Form [ ].

     

    Description
      of Additional Form [     ]
      Disclosure:

    


     

    List
      of
      Any Attachments hereto to be included in the Additional Form [     ]
      Disclosure:

     

    


     

    Any
      inquiries related to this notification should be directed to [     ], phone
      number: [     ]; email address:
      [     ].

     

    
      	
              [NAME
                OF PARTY]

              as
                [role]

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      Q-1

     

    AMENDED
      AND RESTATED

    PURCHASE,
      WARRANTIES AND SERVICING AGREEMENT

    


    (Provided
      upon request)

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Q-2

     

    PURCHASE,
      WARRANTIES AND SERVICING AGREEMENT

    


    (Provided
      upon request)

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      Q-3

     

    


    AMENDMENT
      NUMBER ONE

    to
      the

    PURCHASE,
      WARRANTIES AND SERVICING AGREEMENT

    


    (Provided
      upon request)

    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     


    EXHIBIT
      Q-4

     

    PURCHASE,
      WARRANTIES AND SERVICING AGREEMENT

    


    (Provided
      upon request)

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     


    EXHIBIT
      R-1

     

    ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT

     

    (Provided
      upon request)

     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      R-2

     

    ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT

     

    (Provided
      upon request)

     

    


     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R-3

     

    ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT

    


    (Provided
      upon request)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R-4

     

    ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT

     

    (Provided
      upon request)

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      S

    


    REPORTING
      DATA FOR MONTHLY REPORT

    


    
      	
              Standard
                File Layout - Master
                Servicing

            


    

    


    
      	
              Column
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            	
              Max
                Size

            
	
              SER_INVESTOR_NBR

            	
              A
                value assigned by the Servicer to define a group of loans.


            	 	
              Text
                up to 10 digits

            	
              20

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the investor.

            	 	
              Text
                up to 10 digits

            	
              10

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR.

            	 	
              Text
                up to 10 digits

            	
              10

            
	
              BORROWER_NAME

            	
              The
                borrower name as received in the file. It is not separated by first
                and
                last name.

            	 	
              Maximum
                length of 30 (Last, First)

            	
              30

            
	
              SCHED_PAY_AMT

            	
              Scheduled
                monthly principal and scheduled interest payment that a borrower
                is
                expected to pay, P&I constant.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NOTE_INT_RATE

            	
              The
                loan interest rate as reported by the Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              NET_INT_RATE

            	
              The
                loan gross interest rate less the service fee rate as reported by
                the
                Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_RATE

            	
              The
                servicer's fee rate for a loan as reported by the
                Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_AMT

            	
              The
                servicer's fee amount for a loan as reported by the
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_PAY_AMT

            	
              The
                new loan payment amount as reported by the Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_LOAN_RATE

            	
              The
                new loan rate as reported by the Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ARM_INDEX_RATE

            	
              The
                index the Servicer is using to calculate a forecasted
                rate.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ACTL_BEG_PRIN_BAL

            	
              The
                borrower's actual principal balance at the beginning of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_END_PRIN_BAL

            	
              The
                borrower's actual principal balance at the end of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
                date at the end of processing cycle that the borrower's next payment
                is
                due to the Servicer, as reported by Servicer.

            	 	
              MM/DD/YYYY

            	
              10

            
	
              SERV_CURT_AMT_1

            	
              The
                first curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_1

            	
              The
                curtailment date associated with the first curtailment
                amount.

            	 	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_1

            	
              The
                curtailment interest on the first curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_2

            	
              The
                second curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_2

            	
              The
                curtailment date associated with the second curtailment
                amount.

            	 	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_2

            	
              The
                curtailment interest on the second curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_3

            	
              The
                third curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_3

            	
              The
                curtailment date associated with the third curtailment
                amount.

            	 	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_AMT_3

            	
              The
                curtailment interest on the third curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_AMT

            	
              The
                loan "paid in full" amount as reported by the Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_DATE

            	
              The
                paid in full date as reported by the Servicer.

            	 	
              MM/DD/YYYY

            	
              10

            
	 	 	 	
              Action
                Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                65=Repurchase,70=REO

            	
              2

            
	
              ACTION_CODE

            	
              The
                standard FNMA numeric code used to indicate the default/delinquent
                status
                of a particular loan.

            
	
              INT_ADJ_AMT

            	
              The
                amount of the interest adjustment as reported by the
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SOLDIER_SAILOR_ADJ_AMT

            	
              The
                Soldier and Sailor Adjustment amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NON_ADV_LOAN_AMT

            	
              The
                Non Recoverable Loan Amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              LOAN_LOSS_AMT

            	
              The
                amount the Servicer is passing as a loss, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_BEG_PRIN_BAL

            	
              The
                scheduled outstanding principal amount due at the beginning of the
                cycle
                date to be passed through to investors.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_END_PRIN_BAL

            	
              The
                scheduled principal balance due to investors at the end of a processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_PRIN_AMT

            	
              The
                scheduled principal amount as reported by the Servicer for the current
                cycle -- only applicable for Scheduled/Scheduled Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_NET_INT

            	
              The
                scheduled gross interest amount less the service fee amount for the
                current cycle as reported by the Servicer -- only applicable for
                Scheduled/Scheduled Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_PRIN_AMT

            	
              The
                actual principal amount collected by the Servicer for the current
                reporting cycle -- only applicable for Actual/Actual
                Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_NET_INT

            	
              The
                actual gross interest amount less the service fee amount for the
                current
                reporting cycle as reported by the Servicer -- only applicable for
                Actual/Actual Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                AMT

            	
              The
                penalty amount received when a borrower prepays on his loan as reported
                by
                the Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                WAIVED

            	
              The
                prepayment penalty amount for the loan waived by the
                servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              MOD_DATE

            	
              The
                Effective Payment Date of the Modification for the loan.

            	 	
              MM/DD/YYYY

            	
              10

            
	
              MOD_TYPE

            	
              The
                Modification Type.

            	 	
              Varchar
                - value can be alpha or numeric

            	
              30

            
	
              DELINQ_P&I_ADVANCE_AMT

            	
              The
                current outstanding principal and interest advances made by
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            


    

    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      T

    


    REPORTING
      DATA FOR DEFAULTED LOANS

    


    Standard
      File Layout - Delinquency Reporting

    


    
      	
              Column/Header
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR

            	 	
               

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the originator.

            	 	
               

            
	
              CLIENT_NBR

            	
              Servicer
                client number

            	 	 
	
              SERV_INVESTOR_NBR

            	
              Contains
                a unique number as assigned by an external servicer to identify a
                group of
                loans in their system.

            	 	
               

            
	
              BORROWER_FIRST_NAME

            	
              First
                name of the borrower.

            	 	 
	
              BORROWER_LAST_NAME

            	
              Last
                name of the borrower.

            	 	 
	
              PROP_ADDRESS

            	
              Street
                name and number of property

            	 	
               

            
	
              PROP_STATE

            	
              The
                state where the property located.

            	 	
               

            
	
              PROP_ZIP

            	
              Zip
                code where the property is located.

            	 	
               

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
                date that the borrower's next payment is due to the servicer at the
                end of
                processing cycle, as reported by Servicer.

            	 	
              MM/DD/YYYY

            
	
              LOAN_TYPE

            	
              Loan
                type (i.e. FHA, VA, Conv)

            	 	
               

            
	
              BANKRUPTCY_FILED_DATE

            	
              The
                date a particular bankruptcy claim was filed.

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_CHAPTER_CODE

            	
              The
                chapter under which the bankruptcy was filed.

            	 	
               

            
	
              BANKRUPTCY_CASE_NBR

            	
              The
                case number assigned by the court to the bankruptcy
                filing.

            	 	
               

            
	
              POST_PETITION_DUE_DATE

            	
              The
                payment due date once the bankruptcy has been approved by the
                courts

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_DCHRG_DISM_DATE

            	
              The
                date the loan Is removed from bankruptcy. Either by dismissal, discharge
                and/or a motion for relief was granted. 

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_APPR_DATE

            	
              The
                date the loss mitigation was approved by the servicer

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_TYPE

            	
              The
                type of loss mitigation approved for a loan such as;

            	 	 
	
              LOSS_MIT_EST_COMP_DATE

            	
              The
                date the loss mitigation plan Is scheduled to end/close

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_ACT_COMP_DATE

            	
              The
                date the loss mitigation Is actually completed

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_APPROVED_DATE

            	
              The
                date DA Admin sends a letter to the servicer with instructions to
                begin
                foreclosure proceedings.

            	 	
              MM/DD/YYYY

            
	
              ATTORNEY_REFERRAL_DATE

            	
              Date
                file was referred to attorney to pursue foreclosure

            	 	
              MM/DD/YYYY

            
	
              FIRST_LEGAL_DATE

            	
              Notice
                of 1st legal filed by an attorney in a foreclosure action

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_EXPECTED_DATE

            	
              The
                date by which a foreclosure sale is expected to occur.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_DATE

            	
              The
                actual date of the foreclosure sale.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_AMT

            	
              The
                amount a property sold for at the foreclosure sale.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              EVICTION_START_DATE

            	
              The
                date the servicer initiates eviction of the borrower.

            	 	
              MM/DD/YYYY

            
	
              EVICTION_COMPLETED_DATE

            	
              The
                date the court revokes legal possession of the property from the
                borrower.

            	 	
              MM/DD/YYYY

            
	
              LIST_PRICE

            	
              The
                price at which an REO property is marketed.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              LIST_DATE

            	
              The
                date an REO property is listed at a particular price.

            	 	
              MM/DD/YYYY

            
	
              OFFER_AMT

            	
              The
                dollar value of an offer for an REO property.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              OFFER_DATE_TIME

            	
              The
                date an offer is received by DA Admin or by the Servicer.

            	 	
              MM/DD/YYYY

            
	
              REO_CLOSING_DATE

            	
              The
                date the REO sale of the property is scheduled to close.

            	 	
              MM/DD/YYYY

            
	
              REO_ACTUAL_CLOSING_DATE

            	
              Actual
                date Of REO sale

            	 	
              MM/DD/YYYY

            
	
              OCCUPANT_CODE

            	
              Classification
                of how the property is occupied.

            	 	
               

            
	
              PROP_CONDITION_CODE

            	
              A
                code that indicates the condition of the property.

            	 	
               

            
	
              PROP_INSPECTION_DATE

            	
              The
                date a property inspection is performed.

            	 	
              MM/DD/YYYY

            
	
              APPRAISAL_DATE

            	
              The
                date the appraisal was done.

            	 	
              MM/DD/YYYY

            
	
              CURR_PROP_VAL

            	
               The
                current "as is" value of the property based on brokers price opinion
                or
                appraisal.

            	
              2

            	
               

            
	
              REPAIRED_PROP_VAL

            	
              The
                amount the property would be worth if repairs are completed pursuant
                to a
                broker's price opinion or appraisal.

            	
              2

            	
               

            
	
              If
                applicable:

            	
               

            	 	
               

            
	
              DELINQ_STATUS_CODE

            	
              FNMA
                code describing status of loan

            	 	 
	
              DELINQ_REASON_CODE

            	
              The
                circumstances which caused a borrower to stop paying on a loan. Code
                indicates the reason why the loan is in default for this
                cycle.

            	 	 
	
              MI_CLAIM_FILED_DATE

            	
              Date
                mortgage insurance claim was filed with mortgage insurance
                company.

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT

            	
              Amount
                of mortgage insurance claim filed

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              MI_CLAIM_PAID_DATE

            	
              Date
                mortgage insurance company disbursed claim payment

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT_PAID

            	
              Amount
                mortgage insurance company paid on claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_FILED_DATE

            	
              Date
                claim was filed with pool insurance company

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT

            	
              Amount
                of claim filed with pool insurance company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_PAID_DATE

            	
              Date
                claim was settled and the check was issued by the pool
                insurer

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT_PAID

            	
              Amount
                paid on claim by pool insurance company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_FILED_DATE

            	
               Date
                FHA Part A Claim was filed with HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_AMT

            	
               Amount
                of FHA Part A claim filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_PAID_DATE

            	
               Date
                HUD disbursed Part A claim payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_PAID_AMT

            	
               Amount
                HUD paid on Part A claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_FILED_DATE

            	
                Date
                FHA Part B claim was filed with HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_AMT

            	
                Amount
                of FHA Part B claim filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_PAID_DATE

            	
                 Date
                HUD disbursed Part B claim payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_PAID_AMT

            	
               Amount
                HUD paid on Part B claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              VA_CLAIM_FILED_DATE

            	
               Date
                VA claim was filed with the Veterans Admin

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_DATE

            	
               Date
                Veterans Admin. disbursed VA claim payment

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_AMT

            	
               Amount
                Veterans Admin. paid on VA claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            


    

     

     

    Exhibit
      2: Standard
      File Codes - Delinquency Reporting

     

     

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

    
      	
              ·  ASUM-

            	
              Approved
                Assumption

            
	
              ·  BAP-

            	
              Borrower
                Assistance Program

            
	
              ·  CO-

            	
              Charge
                Off

            
	
              ·  DIL-

            	
              Deed-in-Lieu

            
	
              ·  FFA-

            	
              Formal
                Forbearance Agreement

            
	
              ·  MOD-

            	
              Loan
                Modification

            
	
              ·  PRE-

            	
              Pre-Sale

            
	
              ·  SS-

            	
              Short
                Sale

            
	
              ·  MISC-

            	
              Anything
                else approved by the PMI or Pool
                Insurer

            


    

     

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

     

    The
      Occupant
      Code
      field should show the current status of the property code as
      follows:

    
      	
              ·  Mortgagor

            
	
              ·  Tenant

            
	
              ·  Unknown
                

            
	
              ·  Vacant

            


    

     

    The
      Property
      Condition
      field should show the last reported condition of the property as follows:


    
      	
              ·  Damaged

            
	
              ·  Excellent

            
	
              ·  Fair

            
	
              ·  Gone

            
	
              ·  Good

            
	
              ·  Poor

            
	
              ·  Special
                Hazard

            
	
              ·  Unknown

            


    

     

    


    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued

     

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

     

    


    
      	
              Delinquency
                Code

            	
              Delinquency
                Description

            
	
              001

            	
              FNMA-Death
                of principal mortgagor

            
	
              002

            	
              FNMA-Illness
                of principal mortgagor

            
	
              003

            	
              FNMA-Illness
                of mortgagor’s family member

            
	
              004

            	
              FNMA-Death
                of mortgagor’s family member

            
	
              005

            	
              FNMA-Marital
                difficulties

            
	
              006

            	
              FNMA-Curtailment
                of income

            
	
              007

            	
              FNMA-Excessive
                Obligation

            
	
              008

            	
              FNMA-Abandonment
                of property

            
	
              009

            	
              FNMA-Distant
                employee transfer

            
	
              011

            	
              FNMA-Property
                problem

            
	
              012

            	
              FNMA-Inability
                to sell property

            
	
              013

            	
              FNMA-Inability
                to rent property

            
	
              014

            	
              FNMA-Military
                Service

            
	
              015

            	
              FNMA-Other

            
	
              016

            	
              FNMA-Unemployment

            
	
              017

            	
              FNMA-Business
                failure

            
	
              019

            	
              FNMA-Casualty
                loss

            
	
              022

            	
              FNMA-Energy
                environment costs

            
	
              023

            	
              FNMA-Servicing
                problems

            
	
              026

            	
              FNMA-Payment
                adjustment

            
	
              027

            	
              FNMA-Payment
                dispute

            
	
              029

            	
              FNMA-Transfer
                of ownership pending

            
	
              030

            	
              FNMA-Fraud

            
	
              031

            	
              FNMA-Unable
                to contact borrower

            
	
              INC

            	
              FNMA-Incarceration

            


    

    


    


    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued

    


     

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

     

    


    
      	
              Status
                Code

            	
              Status
                Description

            
	
              09

            	
              Forbearance

            
	
              17

            	
              Pre-foreclosure
                Sale Closing Plan Accepted

            
	
              24

            	
              Government
                Seizure

            
	
              26

            	
              Refinance

            
	
              27

            	
              Assumption

            
	
              28

            	
              Modification

            
	
              29

            	
              Charge-Off

            
	
              30

            	
              Third
                Party Sale

            
	
              31

            	
              Probate

            
	
              32

            	
              Military
                Indulgence

            
	
              43

            	
              Foreclosure
                Started

            
	
              44

            	
              Deed-in-Lieu
                Started

            
	
              49

            	
              Assignment
                Completed

            
	
              61

            	
              Second
                Lien Considerations

            
	
              62

            	
              Veteran’s
                Affairs-No Bid

            
	
              63

            	
              Veteran’s
                Affairs-Refund

            
	
              64

            	
              Veteran’s
                Affairs-Buydown

            
	
              65

            	
              Chapter
                7 Bankruptcy

            
	
              66

            	
              Chapter
                11 Bankruptcy

            
	
              67

            	
              Chapter
                13 Bankruptcy

            


    

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      U

    


    REPORTING
      DATA FOR REALIZED LOSSES AND GAINS

    


    Calculation
      of Realized Loss/Gain Form 332- Instruction Sheet

    


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

    
      (i)   

    

     

    
      (ii)               The
        numbers on the 332 form correspond with the numbers listed
        below.

    

     

    Liquidation
      and Acquisition Expenses:

    
      	
              1.

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

            
	 	 
	
              2.

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

            
	 	 
	
              3.
                

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

            
	 	 
	
              4-12.

            	
              Complete
                as applicable. Required documentation:

            
	 	 


    

    *
      For
      taxes and insurance advances - see page 2 of 332 form - breakdown required
      showing period

     

    of
      coverage, base tax, interest, penalty. Advances prior to default require
      evidence of servicer efforts to recover advances.

     

    *
      For
      escrow advances - complete payment history 

     

    (to
      calculate advances from last positive escrow balance forward)

     

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


     

    *
      REO
      repairs > $1500 require explanation

     

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

     

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

     

    *
      Unusual
      or extraordinary items may require further documentation. 

     

    13.     
           The
      total
      of lines 1 through 12.

     

    
      	(iii)  	
              Credits:
                

            


    

     

    
      	
              14-21.

            	
              Complete
                as applicable. Required
                documentation:

            


    

     

    *
      Copy of
      the HUD 1 from the REO sale. If a 3rd
      Party
      Sale, bid instructions and Escrow Agent / Attorney

     

    Letter
      of
      Proceeds Breakdown.

     

    *
      Copy of
      EOB for any MI or gov't guarantee 

     

    *
      All
      other credits need to be clearly defined on the 332
      form      
     

     

     

    
      	
              22.

            	
              The
                total of lines 14 through 21.

            


    

     

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

     

    Total
      Realized Loss (or Amount of Any Gain)

     

    23.                         
       The
      total
      derived from subtracting line 22 from 13. If the amount represents a realized
      gain, show the amount in parenthesis ( ). 

    


    Calculation
      of Realized Loss/Gain Form 332

    


     

    Prepared
      by: __________________   Date:
      _______________

    Phone:
      ______________________           
Email
      Address:_____________________

    


     

    
      	
              Servicer
                Loan No.

            	 	
              Servicer
                Name

            	 	
              Servicer
                Address 

               

            


    

     

     

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

     

    Borrower's
      Name: _________________________________________________________

     

    Property
      Address: _________________________________________________________

     

     

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

     

    Was
      this loan granted a Bankruptcy deficiency or cramdown  Yes     
      No

    If
“Yes”,
      provide deficiency or cramdown amount
      _______________________________

     

    Liquidation
      and Acquisition Expenses:

     

    
      
        	
                 

              	
                (1)

              	
                Actual
                  Unpaid Principal Balance of Mortgage Loan

              	
                $
                  ______________

              	
                (1)

              
	
                 

              	
                (2)

              	
                Interest
                  accrued at Net Rate

              	
                ________________

              	
                (2)

              
	
                 

              	
                (3)

              	
                Accrued
                  Servicing Fees

              	
                ________________

              	
                (3)

              
	
                 

              	
                (4)

              	
                Attorney's
                  Fees

              	
                ________________

              	
                (4)

              
	
                 

              	
                (5)

              	
                Taxes

              	
                ________________

              	
                (5)

              
	
                 

              	
                (6)

              	
                Property
                  Maintenance

              	
                ________________

              	
                (6)

              
	
                 

              	
                (7)

              	
                MI/Hazard
                  Insurance Premiums

              	
                ________________

              	
                (7)

              
	
                 

              	
                (8)

              	
                Utility
                  Expenses

              	
                ________________

              	
                (8)

              
	
                 

              	
                (9)

              	
                Appraisal/BPO

              	
                ________________

              	
                (9)

              
	
                 

              	
                (10)

              	
                Property
                  Inspections

              	
                ________________

              	
                (10)

              
	
                 

              	
                (11)

              	
                FC
                  Costs/Other Legal Expenses

              	
                ________________

              	
                (11)

              
	
                 

              	
                (12)

              	
                Other
                  (itemize)

              	
                $________________

              	
                (12)

              
	
                 

              	
                Cash
                  for Keys__________________________

              	
                 

              	
                ________________

              	
                 

              
	
                 

              	
                HOA/Condo
                  Fees_______________________

              	
                 

              	
                ________________

              	
                 

              
	
                 

              	
                ______________________________________

              	
                 

              	
                ________________

              	
                 

              
	
                 

              	
                ______________________________________

              	
                 

              	
                ________________

              	
                 

              
	
                 

              	
                Total
                  Expenses

              	
                 

              	
                $
                  _______________

              	
                (13)

              
	
                 

              	
                Credits:

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                (14)

              	
                Escrow
                  Balance

              	
                $
                  _______________

              	
                (14)

              
	
                 

              	
                (15)

              	
                HIP
                  Refund

              	
                ________________

              	
                (15)

              
	
                 

              	
                (16)

              	
                Rental
                  Receipts

              	
                ________________

              	
                (16)

              
	
                 

              	
                (17)

              	
                Hazard
                  Loss Proceeds

              	
                ________________

              	
                (17)

              
	
                 

              	
                (18)

              	
                Primary
                  Mortgage Insurance Proceeds

              	
                ________________

              	
                (18)

              
	 	 	 HUD
                Part A	 ________________	 (18a)
	 	 	 HUD
                Part B	
                 ________________

              	 (18b)
	
                 

              	
                (19)

              	
                Pool
                  Insurance Proceeds

              	
                ________________

              	
                (19)

              
	
                 

              	
                (20)

              	
                Proceeds
                  from Sale of Acquired Property

              	
                ________________

              	
                (20)

              
	
                 

              	
                (21)

              	
                Other
                  (itemize)

              	
                ________________

              	
                (21)

              
	
                 

              	
                _________________________________________

              	
                 

              	
                _________________

              	
                 

              
	
                 

              	
                _________________________________________

              	
                 

              	
                _________________

              	
                 

              
	
                 

              	
                Total
                  Credits

              	
                $________________

              	
                
                  (22)

                

              
	
                Total
                  Realized Loss (or Amount of Gain)

              	
                $________________

              	
                
                  (23)

                

              
	
              	
              	
              	
              	
              	
              	
              	
              	
              	
              


         

         

         

         

      

    

     

    
      	
              Type

              (Tax
                /Ins.)

            	
              Date
                Paid

            	
              Period
                of Coverage

            	
              Total
                Paid

            	
              Base
                Amount

            	
              Penalties

            	
              Interest

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      V

     

    FORM
      OF
      CERTIFICATION TO BE

    PROVIDED
      BY THE SECURITIES ADMINISTRATOR TO DEPOSITOR

    


    
      	
              Re:

            	
              Bear
                Stearns Asset Backed Securities I Trust 2006-AC1 (the “Trust”),
                Asset-Backed Certificates, Series 2006-AC1, issued pursuant to the
                Pooling
                and Servicing Agreement, dated as of January 1, 2006, among Bear
                Stearns
                Asset Backed Securities I LLC, as Depositor, Wells Fargo Bank, National
                Association, as Master Servicer and Securities Administrator and
                U.S. Bank
                National Association as Trustee

            


    

    


    The
      Securities Administrator hereby certifies to the Depositor, and its officers,
      directors and affiliates, and with the knowledge and intent that they will
      rely
      upon this certification, that:

    


    (1) I
      have
      reviewed the annual report on Form 10-K for the fiscal year [____] (the “Annual
      Report”), and all reports on Form 10-D required to be filed in respect of period
      covered by the Annual Report (collectively with the Annual Report, the
“Reports”), of the Trust;

    


    (2) To
      my
      knowledge, (a) the Reports, taken as a whole, do not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make
      the statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by the Annual
      Report, and (b) the Securities Administrator’s assessment of compliance and
      related attestation report referred to below, taken as a whole, do not contain
      any untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading with respect to the period covered
      by
      such assessment of compliance and attestation report;

    


    (3) To
      my
      knowledge, the distribution information required to be provided by the
      Securities Administrator under the Pooling and Servicing Agreement for inclusion
      in the Reports is included in the Reports;

    


    (4) I
      am
      responsible for reviewing the activities performed by the Securities
      Administrator under the Pooling and Servicing Agreement, and based on my
      knowledge and the compliance review conducted in preparing the compliance
      statement of the Securities Administrator required by the Pooling and Servicing
      Agreement, and except as disclosed in the Reports, the Securities Administrator
      has fulfilled its obligations under the Pooling and Servicing Agreement in
      all
      material respects; and

    


    (5) The
      report on assessment of compliance with servicing criteria applicable to the
      Securities Administrator for asset-backed securities of the Securities
      Administrator and each Subcontractor utilized by the Securities Administrator
      and related attestation report on assessment of compliance with servicing
      criteria applicable to it required to be included in the Annual Report in
      accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
      15d-18 has been included as an exhibit to the Annual Report. Any material
      instances of non-compliance are described in such report and have been disclosed
      in the Annual Report.

    


    In
      giving
      the certifications above, the Securities Administrator has reasonably relied
      on
      information provided to it by the following unaffiliated parties: [names of
      servicer(s), master servicer, subservicer, depositor, trustee,
      custodian(s)]

    


    Date:________________________________      

    


    


    _____________________________________      

    [Signature]

    [Title]