----

**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**Washington,      D.C. 20549**

**FORM      10-K**

**[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT      OF      1934**

**[        ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND      EXCHANGE ACT OF 1934**

|   | Delaware                                                                                    |   | 20-0842986                                                         |   |
|--------|---------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------|--------|
|   | (State                or other jurisdiction ofincorporation                or organization) |   | (I.R.S.                Employer Identification                No.) |   |

|   | o                Yes |   | x No |
|--------|----------------------|--------|-----------|

|   | o                Yes |   | x                No |
|--------|----------------------|--------|---------------------|

|   | x                Yes |   | o                No |
|--------|----------------------|--------|---------------------|

| Large                accelerated filer o | Accelerated                filer o |  Non-accelerated                filer x |
|------------------------------------------|------------------------------------|----------------------------------------------|

**DOCUMENTS      INCORPORATED BY REFERENCE**

**PART        I**

**Item        1. Business. **

**Item        1A. Risk Factors.**

**Item        1B. Unresolved Staff Comments.**

**Item        2. Properties.**

**Item        3. Legal Proceedings. **

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

**PART        II**

**Item        5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer        Purchases of Equity Securities.**

**Item        6. Selected Financial Data.**

**Item        7. Management’s Discussion and Analysis of Financial Condition and Results of        Operation.**

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

**Item        8. Financial Statements and Supplementary Data.**

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

**Item        9A. Controls and Procedures.**

**Item        9A(T). Controls and Procedures.**

**Item        9B. Other Information.**

**PART        III**

**Item        10. Directors, Executive Officers and Corporate        Governances.**

**Item        11. Executive Compensation.**

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

**Item        13. Certain Relationships and Related Transactions, and Director Independences.        **

**Item        14. Principal Accounting Fees and Services.**

**ADDITIONAL        DISCLOSURE ITEMS UNDER REGULATION AB**

**Item        1112(b) of Regulation AB. Significant Obligors Financial        Information.**

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

**Item        1117 of Regulation AB. Legal Proceedings**

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

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

**Item            1123 of Regulation AB. Servicer Compliance            Statement**

**PART      IV**

**Item      15. Exhibits, Financial Statement Schedules.**

| **Exhibit                    Number** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|---------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1                                   | Terms                    Agreement, dated April 25, 2006, between Bear, Stearns & Co. Inc., as                    underwriter and Bear Stearns Assets Backed Securities I LLC,                    as depositor,                    relating to the Underwriting Agreement, dated April 13, 2006,                    between                    Bear, Stearns & Co. Inc., as underwriter and Bear Stearns Assets                    Backed Securities I LLC, as depositor. (As previously filed on                    Form 8-K                    filed on May 16, 2006 and on Form 8-K/A filed on May 19, 2006                    and is                    hereby incorporated by reference into this report on Form                    10-K)                                          |
| 4.1                                   | Pooling                    and Servicing Agreement, dated as of April 1, 2006, among Bear                    Stearns                    Asset Backed Securities I LLC, as depositor, EMC Mortgage Corporation,                    as                    sponsor and as company, LaSalle Bank National Association, as                    master                    servicer and as securities administrator, and Citibank, N.A,                    as trustee.                    (As previously filed on Form 8-K filed on May 16, 2006 and on                    Form 8-K/A                    filed on May 19, 2006 and is hereby incorporated by reference                    into this                    report on Form 10-K)                                                             |
| 10.1                                  | Assignment,                    Assumption and Recognition Agreement made as of April 28, 2006,                    among EMC                    Mortgage Corporation as Assignor, Citibank, N.A., not individually                    but                    solely as trustee for the holders of the SACO I Trust 2006-5,                    Mortgage                    Pass-Through Certificates, Series 2006-5 as Assignee and First                    Tennessee                    Mortgage Services, Inc.                                                                                                                                                                                                                                                                                 |
| 10.2                                  | Assignment,                    Assumption and Recognition Agreement is made and entered into                    as of April                    28, 2006 (the “Closing Date”), among EMC Mortgage Corporation as Assignor,                    Citibank, N.A., not individually but solely as trustee for the                    holders of                    SACO I Trust 2006-5, Mortgage Pass-Through Certificates, Series                    2006-5 as                    Assignee and GMAC Mortgage Corporation                                                                                                                                                                                                                                                                 |
| 10.3                                  | Purchase,                    Warranties and Servicing Agreement, dated as of September 1,                    2003 and is                    executed among EMC MORTGAGE CORPORATION, as Purchaser, (the "Purchaser"),                    FIRST TENNESSEE MORTGAGE SERVICES, INC., as servicer (the “Servicer”) and                    FIRST HORIZON HOME LOAN CORPORATION, as seller (the “Seller”) (the                    Servicer and the Seller together referred to as the                    "Company")                                                                                                                                                                                                                                                           |
| 10.4                                  | Amendment                    No. 1, effective as of May 14, 2004, amends the Purchase, Warranties                    and                    Servicing Agreement among EMC Mortgage Corporation (the “Purchaser”),                    First Tennessee Mortgage Services, Inc., as servicer (the “Servicer”) and                    First Horizon Home Loan Corporation (the “Seller”, and together with the                    Servicer, the “Company”), previously entered into as of September 1, 2003                    (the “Agreement”).                                                                                                                                                                                       |
| 10.5                                  | Amendment                    No. 2, effective as of June 16, 2005, amends the Purchase, Warranties                    and                    Servicing Agreement among EMC Mortgage Corporation (the “Purchaser”),                    First Tennessee Mortgage Services, Inc., as servicer (the “Servicer”) and                    First Horizon Home Loan Corporation (the “Seller”, and together with the                    Servicer, the “Company”), previously entered into as of September 1, 2003                    (the “Agreement”), as previously amended.                                                                                                                                                               |
| 10.6                                  | Amendment                    No. 3, effective as of August 8, 2005, amends the Purchase, Warranties                    and                    Servicing Agreement among EMC Mortgage Corporation (the “Purchaser”),                    First Tennessee Mortgage Services, Inc., as servicer (the “Servicer”) and                    First Horizon Home Loan Corporation (the “Seller”, and together with the                    Servicer, the “Company”), previously entered into as of September 1, 2003                    (the “Agreement”), as previously amended.                                                                                                                                                              |
| 10.7                                  | Amendment                    No. 4 is made and entered into this 22nd                    day of December, 2005, by and among EMC Mortgage Corporation,                    a Delaware                    corporation, as purchaser (the “Purchaser”) and First Tennessee Mortgage                    Services, Inc., as servicer (the “Servicer”) and First Horizon Home Loan                    Corporation (the “Seller”, and together with the Servicer, the “Company”)                    in connection with the Purchase, Warranties and Servicing Agreement,                    dated                    as of September 1, 2003, between the above mentioned parties                    (the                    “Agreement”). |
| 31                                    | Sarbanes-Oxley                    Certification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 33(a)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, LaSalle Bank National Association, as Master                    Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 33(b)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, EMC Mortgage Corporation, as Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 33(c)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, LaSalle Bank National Association, as Securities                    Administrator                    and Custodian                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 33(d)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, Wells Fargo Bank, NA, as Custodian                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 33(e)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, GMAC Mortgage, LLC, as servicing function                    participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 33(f)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, LandAmerica Tax and Flood Services, Inc., as servicing                    function participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 33(g)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, Assurant, Inc., as servicing function                    participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 33(h)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, GMAC Bank, as servicing function                    participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 34(a)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, LaSalle Bank National Association, as                    Master                    Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 34(b)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, EMC Mortgage Corporation, as                    Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 34(c)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, LaSalle Bank National Association, as                    Securities                    Administrator and Custodian                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 34(d)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, Wells Fargo Bank, NA, as                    Custodian                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 34(e)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, GMAC Mortgage, LLC, as servicing function                    participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 34(f)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, LandAmerica Tax and Flood Services,                    Inc., as                    servicing function participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 34(g)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, Assurant, Inc., as servicing function                    participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 34(h)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, GMAC Bank, as servicing function                    participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 35(a)                                 | Servicer                    compliance statement, LaSalle Bank National Association, as Master                    Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 35(b)                                 | Servicer                    compliance statement, EMC Mortgage Corporation, as                    Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 35(c)                                 | Servicer                    compliance statement, LaSalle Bank National Association, as Securities                    Administrator                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 35(d)                                 | Servicer                    compliance statement, GMAC Mortgage, LLC, as servicing function                    participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

| (b)                      The exhibits required to be filed by Registrant pursuant to                      Item 601 of                      Regulation S-K are listed above and in the Exhibit Index that                      immediately                      follows the signature page hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  (10.1)                     Assignment, Assumption and Recognition Agreement made as of April                    28,                    2006, among EMC Mortgage Corporation as Assignor, Citibank, N.A.,                    not                    individually but solely as trustee for the holders of the SACO                    I Trust                    2006-5, Mortgage Pass-Through Certificates, Series 2006-5 as                    Assignee and                    First Tennessee Mortgage Services, Inc.                                                                                                                                                                                                                                                                                                       |
|  (10.2)                       Assignment, Assumption and Recognition Agreement is made and                      entered into                      as of April 28, 2006 (the “Closing Date”), among EMC Mortgage Corporation                      as Assignor, Citibank, N.A., not individually but solely as                      trustee for                      the holders of SACO I Trust 2006-5, Mortgage Pass-Through Certificates,                      Series 2006-5 as Assignee and GMAC Mortgage Corporation                                                                                                                                                                                                                                                                                            |
|  (10.3)                       Purchase, Warranties and Servicing Agreement, dated as of September                      1,                      2003 and is executed among EMC MORTGAGE CORPORATION, as Purchaser,                      (the                      "Purchaser"), FIRST TENNESSEE MORTGAGE SERVICES, INC., as servicer                      (the                      “Servicer”) and FIRST HORIZON HOME LOAN CORPORATION, as seller (the                      “Seller”) (the Servicer and the Seller together referred to as the                      "Company")                                                                                                                                                                                                                         |
|  (10.4)                       Amendment No. 1, effective as of May 14, 2004, amends the Purchase,                      Warranties and Servicing Agreement among EMC Mortgage Corporation                      (the                      “Purchaser”), First Tennessee Mortgage Services, Inc., as servicer (the                      “Servicer”) and First Horizon Home Loan Corporation (the “Seller”, and                      together with the Servicer, the “Company”), previously entered into as of                      September 1, 2003 (the “Agreement”).                                                                                                                                                                                               |
|  (10.5)                       Amendment No. 2, effective as of June 16, 2005, amends the                      Purchase,                      Warranties and Servicing Agreement among EMC Mortgage Corporation                      (the                      “Purchaser”), First Tennessee Mortgage Services, Inc., as servicer (the                      “Servicer”) and First Horizon Home Loan Corporation (the “Seller”, and                      together with the Servicer, the “Company”), previously entered into as of                      September 1, 2003 (the “Agreement”), as previously                      amended.                                                                                                                             |
|  (10.6)                       Amendment No. 3, effective as of August 8, 2005, amends the                      Purchase,                      Warranties and Servicing Agreement among EMC Mortgage Corporation                      (the                      “Purchaser”), First Tennessee Mortgage Services, Inc., as servicer (the                      “Servicer”) and First Horizon Home Loan Corporation (the “Seller”, and                      together with the Servicer, the “Company”), previously entered into as of                      September 1, 2003 (the “Agreement”), as previously amended.                                                                                                                                                 |
|  (10.7)                       Amendment No. 4 is made and entered into this 22nd                      day of December, 2005, by and among EMC Mortgage Corporation,                      a Delaware                      corporation, as purchaser (the “Purchaser”) and First Tennessee Mortgage                      Services, Inc., as servicer (the “Servicer”) and First Horizon Home Loan                      Corporation (the “Seller”, and together with the Servicer, the “Company”)                      in connection with the Purchase, Warranties and Servicing Agreement,                      dated                      as of September 1, 2003, between the above mentioned parties                      (the                      “Agreement”). |
|  (31)                      Rule 13a-14(d)/15d-14(d) Certifications.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|  (33)                      Reports on assessment of compliance with servicing criteria                      for                      asset-backed securities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|  1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | LaSalle                      Bank National Association, as Master Servicer |   |
| 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | EMC                      Mortgage Corporation, as Company |   |
| 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | LaSalle                      Bank National Association, as Securities Administrator and                      Custodian |   |
| 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Wells                      Fargo Bank, NA, as Custodian |   |
| 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | GMAC                      Mortgage, LLC, as servicing function participant |   |
| 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | LandAmerica                      Tax and Flood Services, Inc., as servicing function                      participant |   |
| 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Assurant,                      Inc., as servicing function participant |   |
| 8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | GMAC                      Bank, as servicing function participant |   |
|  (34)                      Attestation reports on assessment of compliance with servicing                      criteria                      for asset-backed securities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | LaSalle                      Bank National Association, as Master Servicer |
| 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | EMC                      Mortgage Corporation, as Company |
| 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | LaSalle                      Bank National Association, as Securities Administrator and                      Custodian |
| 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Wells                      Fargo Bank, NA, as Custodian |
| 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | GMAC                      Mortgage, LLC, as servicing function participant |
| 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | LandAmerica                      Tax and Flood Services, Inc., as servicing function                      participant |
| 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Assurant,                      Inc., as servicing function participant |
| 8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | GMAC                      Bank, as servicing function participant |
| (35)                      Servicer Compliance Statements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | LaSalle                      Bank National Association, as Master Servicer |
| 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | EMC                      Mortgage Corporation, as Company |
| 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | LaSalle                      Bank National Association, as Securities Administrator and                      Custodian |
| 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | GMAC                      Mortgage, LLC, as servicing function                      participant |

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**SIGNATURES**

|                                                       | LaSalle                    Bank National Association, as Master Servicer |
|------------------------------------------------------------|--------------------------------------------------------------------------|
|                                                       |                                                                     |
|  March                    29,                    2007 | /s/                    Andrew Leszczynski                                |
|                                                       | By: Andrew                    Leszczynski                           |
|                                                       | Title: First                    Vice President                      |

----

**EXHIBIT      INDEX**

| **Exhibit                  Number** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1                                 | Terms                  Agreement, dated April 25, 2006, between Bear, Stearns & Co. Inc., as                  underwriter and Bear Stearns Assets Backed Securities I LLC, as                  depositor,                  relating to the Underwriting Agreement, dated April 13, 2006, between                  Bear, Stearns & Co. Inc., as underwriter and Bear Stearns Assets                  Backed Securities I LLC, as depositor. (As previously filed on                  Form 8-K                  filed on May 16, 2006 and on Form 8-K/A filed on May 19, 2006 and                  is                  hereby incorporated by reference into this report on Form                  10-K)                                            |
| 4.1                                 | Pooling                  and Servicing Agreement, dated as of April 1, 2006, among Bear                  Stearns                  Asset Backed Securities I LLC, as depositor, EMC Mortgage Corporation,                  as                  sponsor and as company, LaSalle Bank National Association, as master                  servicer and as securities administrator, and Citibank, N.A, as                  trustee.                  (As previously filed on Form 8-K filed on May 16, 2006 and on Form                  8-K/A                  filed on May 19, 2006 and is hereby incorporated by reference into                  this                  report on Form 10-K)                                                                 |
| 10.1                                | Assignment,                  Assumption and Recognition Agreement made as of April 28, 2006,                  among EMC                  Mortgage Corporation as Assignor, Citibank, N.A., not individually                  but                  solely as trustee for the holders of the SACO I Trust 2006-5, Mortgage                  Pass-Through Certificates, Series 2006-5 as Assignee and First                  Tennessee                  Mortgage Services, Inc.                                                                                                                                                                                                                                                                             |
| 10.2                                | Assignment,                  Assumption and Recognition Agreement is made and entered into as                  of April                  28, 2006 (the “Closing Date”), among EMC Mortgage Corporation as Assignor,                  Citibank, N.A., not individually but solely as trustee for the                  holders of                  SACO I Trust 2006-5, Mortgage Pass-Through Certificates, Series                  2006-5 as                  Assignee and GMAC Mortgage Corporation                                                                                                                                                                                                                                          |
| 10.3                                | Purchase,                  Warranties and Servicing Agreement, dated as of September 1, 2003                  and is                  executed among EMC MORTGAGE CORPORATION, as Purchaser, (the "Purchaser"),                  FIRST TENNESSEE MORTGAGE SERVICES, INC., as servicer (the “Servicer”) and                  FIRST HORIZON HOME LOAN CORPORATION, as seller (the “Seller”) (the                  Servicer and the Seller together referred to as the                  "Company")                                                                                                                                                                                                                                  |
| 10.4                                | Amendment                  No. 1, effective as of May 14, 2004, amends the Purchase, Warranties                  and                  Servicing Agreement among EMC Mortgage Corporation (the “Purchaser”),                  First Tennessee Mortgage Services, Inc., as servicer (the “Servicer”) and                  First Horizon Home Loan Corporation (the “Seller”, and together with the                  Servicer, the “Company”), previously entered into as of September 1, 2003                  (the “Agreement”).                                                                                                                                                              |
| 10.5                                | Amendment                  No. 2, effective as of June 16, 2005, amends the Purchase, Warranties                  and                  Servicing Agreement among EMC Mortgage Corporation (the “Purchaser”),                  First Tennessee Mortgage Services, Inc., as servicer (the “Servicer”) and                  First Horizon Home Loan Corporation (the “Seller”, and together with the                  Servicer, the “Company”), previously entered into as of September 1, 2003                  (the “Agreement”), as previously amended.                                                                                                                                      |
| 10.6                                | Amendment                  No. 3, effective as of August 8, 2005, amends the Purchase, Warranties                  and                  Servicing Agreement among EMC Mortgage Corporation (the “Purchaser”),                  First Tennessee Mortgage Services, Inc., as servicer (the “Servicer”) and                  First Horizon Home Loan Corporation (the “Seller”, and together with the                  Servicer, the “Company”), previously entered into as of September 1, 2003                  (the “Agreement”), as previously amended.                                                                                                                                     |
| 10.7                                | Amendment                  No. 4 is made and entered into this 22nd                  day of December, 2005, by and among EMC Mortgage Corporation, a                  Delaware                  corporation, as purchaser (the “Purchaser”) and First Tennessee Mortgage                  Services, Inc., as servicer (the “Servicer”) and First Horizon Home Loan                  Corporation (the “Seller”, and together with the Servicer, the “Company”)                  in connection with the Purchase, Warranties and Servicing Agreement,                  dated                  as of September 1, 2003, between the above mentioned parties (the                  “Agreement”). |
| 31                                  | Sarbanes-Oxley                  Certification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 33(a)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, LaSalle Bank National Association, as Master                  Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 33(b)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, EMC Mortgage Corporation, as Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 33(c)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, LaSalle Bank National Association, as Securities Administrator                  and Custodian                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 33(d)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, Wells Fargo Bank, NA, as Custodian                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 33(e)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, GMAC Mortgage, LLC, as servicing function                  participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 33(f)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, LandAmerica Tax and Flood Services, Inc., as servicing                  function participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 33(g)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, Assurant, Inc., as servicing function                  participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 33(h)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, GMAC Bank, as servicing function                  participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 34(a)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, LaSalle Bank National Association, as                  Master                  Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 34(b)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, EMC Mortgage Corporation, as                  Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 34(c)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, LaSalle Bank National Association, as                  Securities                  Administrator and Custodian                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 34(d)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, Wells Fargo Bank, NA, as                  Custodian                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 34(e)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, GMAC Mortgage, LLC, as servicing function                  participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 34(f)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, LandAmerica Tax and Flood Services, Inc.,                  as                  servicing function participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 34(g)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, Assurant, Inc., as servicing function                  participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 34(h)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, GMAC Bank, as servicing function                  participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 35(a)                               | Servicer                  compliance statement, LaSalle Bank National Association, as Master                  Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 35(b)                               | Servicer                  compliance statement, EMC Mortgage Corporation, as                  Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 35(c)                               | Servicer                  compliance statement, LaSalle Bank National Association, as Securities                  Administrator                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 35(d)                               | Servicer                  compliance statement, GMAC Mortgage, LLC, as servicing function                  participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

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