ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT




This
      Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) is made
      and entered into as of April 28, 2006 (the “Closing Date”), among EMC Mortgage
      Corporation (the “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 (the “Assignee”) and GMAC Mortgage Corporation (the
“Company”).




Whereas,
      the Assignor purchased mortgage loans from the Company (the “Mortgage Loans”)
      pursuant to that certain Mortgage Loan Purchase Agreement, dated as of February
      1, 2005, between the Assignor and the Company (the “MLPA”) and that certain
      Assignment, Assumption and Recognition Agreement dated January 31, 2006 between
      the Assignor, the Company and Alliance Bancorp. (the “Assignment Agreement”,
      together with the MLPA, the “Purchase Agreement”);





Whereas,
      the Assignor and the Company entered into that certain Servicing Agreement,
      dated as of May 1, 2001, as amended by Amendment No. 1, dated as of October
      1,
      2001, Amendment No. 2, dated as of July 31, 2002 and Amendment No. 3, dated
      as
      of December 20, 2005 (as amended, the “Servicing Agreement”), pursuant to which
      the Company agreed to service the Mortgage Loans.





In
      consideration of the mutual promises and agreements contained herein, and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree that the Mortgage Loans listed
      on Attachment
      1 annexed
      hereto (the “Assigned Loans”) shall be subject to the terms of this AAR
      Agreement. Any capitalized term used and not otherwise defined herein shall
      have
      the meaning assigned to such term in the Servicing Agreement.





Assignment
      and Assumption




1.  Except
      as
      expressly provided for herein, the Assignor hereby grants, transfers and assigns
      to the Assignee all of its right, title and interest in, to and under (a) the
      Assigned Loans and (b) as it relates to the Assigned Loans, the Servicing
      Agreement. Notwithstanding anything to the contrary contained herein, the
      Assignor is not assigning to the Assignee any of its right, title and interest
      in, to and under the Servicing Agreement with respect to any other mortgage
      loan
      other than the Assigned Loans. Except as is otherwise expressly provided herein,
      the Assignor makes no representations, warranties or covenants to the Assignee
      and the Assignee acknowledges that the Assignor has no obligations to the
      Assignee under the terms of the Servicing Agreement or otherwise relating to
      the
      transaction contemplated herein (including, but not limited to, any obligation
      to indemnify the Assignee).




Assignor
      acknowledges and agrees that upon execution of this AAR Agreement, the Assignee
      shall become the “Owner” under the Servicing Agreement, and all representations,
      warranties and covenants by the “Servicer” to the “Owner” under the Servicing
      Agreement including, but not limited to, the rights to receive indemnification,
      shall accrue to Assignee by virtue of this AAR Agreement.




Representations,
      Warranties and Covenants




2.  Assignor
      warrants and represents to, and covenants with, Assignee and Company as of
      the
      date hereof that:




|a. | Attached
              hereto asAttachment
              2is
              a true and correct copy of the Servicing Agreement, which Servicing
              Agreement is in full force and effect as of the date hereof and the
              provisions of which have not been waived, amended or modified in any
              respect, nor has any notice of termination been given
              thereunder;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | Assignor
              is the lawful owner of the Assigned Loans with full right to transfer
              the
              Assigned Loans and any and all of its interests, rights and obligations
              under the Servicing Agreement as they relate to the Assigned Loans,
              free
              and clear from any and all claims and encumbrances; and upon the transfer
              of the Assigned Loans to Assignee as contemplated herein, Assignee
              shall
              have good title to each and every Assigned Loan, as well as any and
              all of
              Assignee’s interests, rights and obligations under the Servicing Agreement
              as they relate to the Assigned Loans, free and clear of any and all
              liens,
              claims and encumbrances;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|c. | There
              are no offsets, counterclaims or other defenses available to the Company
              with respect to the Assigned Loans, the Purchase Agreement or the
              Servicing Agreement;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|d. | Assignor
              has no knowledge of, and has not received notice of, any waivers under,
              or
              any modification of, any Assigned Loan;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



|e. | Assignor
              is duly organized, validly existing and in good standing under the
              laws of
              the jurisdiction of its incorporation, and has all requisite power
              and
              authority to acquire, own and sell the Assigned
              Loans;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|f. | Assignor
              has full corporate power and authority to execute, deliver and perform
              its
              obligations under this AAR Agreement, and to consummate the transactions
              set forth herein. The consummation of the transactions contemplated
              by
              this AAR Agreement is in the ordinary course of Assignor’s business and
              will not conflict with, or result in a breach of, any of the terms,
              conditions or provisions of Assignor’s charter or by-laws or any legal
              restriction, or any material agreement or instrument to which Assignor
              is
              now a party or by which it is bound, or result in the violation of
              any
              law, rule, regulation, order, judgment or decree to which Assignor
              or its
              property is subject. The execution, delivery and performance by Assignor
              of this AAR Agreement and the consummation by it of the transactions
              contemplated hereby, have been duly authorized by all necessary corporate
              action on part of Assignor. This AAR Agreement has been duly executed
              and
              delivered by Assignor and, upon the due authorization, execution and
              delivery by Assignee and the parties hereto, will constitute the valid
              and
              legally binding obligation of Assignor enforceable against Assignor
              in
              accordance with its terms except as enforceability may be limited by
              bankruptcy, reorganization, insolvency, moratorium or other similar
              laws
              now or hereafter in effect relating to creditors’ rights generally, and by
              general principles of equity regardless of whether enforceability is
              considered in a proceeding in equity or at law;
              and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|g. | No
              consent, approval, order or authorization of, or declaration, filing
              or
              registration with, any governmental entity is required to be obtained
              or
              made by Assignor in connection with the execution, delivery or performance
              by Assignor of this AAR Agreement, or the consummation by it of the
              transactions contemplated hereby. Neither Assignor nor anyone acting
              on
              its behalf has offered, transferred, pledged, sold or otherwise disposed
              of the Assigned Loans or any interest in the Assigned Loans, or solicited
              any offer to buy or accept a transfer, pledge or other disposition
              of the
              Assigned Loans, or any interest in the Assigned Loans or otherwise
              approached or negotiated with respect to the Assigned Loans, or any
              interest in the Assigned Loans with any Person in any manner, or made
              any
              general solicitation by means of general advertising or in any other
              manner, or taken any other action which would constitute a distribution
              of
              the Assigned Loans under the Securities Act of 1933, as amended (the
“1933Act”)or
              which would render the disposition of the Assigned Loans a violation
              of
              Section 5 of the 1933 Act or require registration pursuant
              thereto.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3.  The
      Assignee warrants and represents to, and covenants with, the Assignor and the
      Company as of the date hereof that:




|a. | Assignee
              is duly organized, validly existing and in good standing under the
              laws of
              the jurisdiction of its organization and has all requisite power and
              authority to hold the Assigned Loans as trustee on behalf of the holders
              of SACO I Trust 2006-5, Mortgage Pass-Through Certificates, Series
              2006-5;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | Assignee
              has full corporate power and authority to execute, deliver and perform
              under this AAR Agreement, and to consummate the transactions set forth
              herein. The consummation of the transactions contemplated by this AAR
              Agreement is in the ordinary course of Assignee’s business and will not
              conflict with, or result in a breach of, any of the terms, conditions
              or
              provisions of Assignee’s charter or by-laws or any legal restriction, or
              any material agreement or instrument to which Assignee is now a party
              or
              by which it is bound, or result in the violation of any law, rule,
              regulation, order, judgment or decree to which Assignee or its property
              is
              subject. The execution, delivery and performance by Assignee of this
              AAR
              Agreement and the consummation by it of the transactions contemplated
              hereby, have been duly authorized by all necessary corporate action
              on
              part of Assignee. This AAR Agreement has been duly executed and delivered
              by Assignee and, upon the due authorization, execution and delivery
              by
              Assignor and the parties hereto, will constitute the valid and legally
              binding obligation of Assignee enforceable against Assignee in accordance
              with its terms except as enforceability may be limited by bankruptcy,
              reorganization, insolvency, moratorium or other similar laws now or
              hereafter in effect relating to creditors’ rights generally, and by
              general principles of equity regardless of whether enforceability is
              considered in a proceeding in equity or at
              law;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|c. | No
              consent, approval, order or authorization of, or declaration, filing
              or
              registration with, any governmental entity is required to be obtained
              or
              made by Assignee in connection with the execution, delivery or performance
              by Assignee of this AAR Agreement, or the consummation by it of the
              transactions contemplated hereby; and
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|d. | The
              Assignee assumes all of the rights of the Owner under the Servicing
              Agreement with respect to the Assigned Loans other than the right to
              enforce the obligations of the Servicer under the Servicing
              Agreement.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



4.  Company
      warrants and represents to, and covenants with, Assignee and Assignor, as of
      the
      date hereof, that:




|a. | Attached
              hereto asAttachment
              2is
              a true and correct copy of the Servicing Agreement, which agreement
              is in
              full force and effect as of the date hereof and the provisions of which
              have not been waived, amended or modified in any respect, nor has any
              notice of termination been given
              thereunder;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | Company
              is duly organized, validly existing and in good standing under the
              laws of
              the jurisdiction of its incorporation, and has all requisite power
              and
              authority to service the Assigned Loans and otherwise to perform its
              obligations under the Servicing
              Agreement;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|c. | Company
              has full corporate power and authority to execute, deliver and perform
              its
              obligations under this AAR Agreement, and to consummate the transactions
              set forth herein. The consummation of the transactions contemplated
              by
              this AAR Agreement is in the ordinary course of Company’s business and
              will not conflict with, or result in a breach of, any of the terms,
              conditions or provisions of Company’s articles of incorporation or any
              legal restriction, or any material agreement or instrument to which
              Company is now a party or by which it is bound, or result in the violation
              of any law, rule, regulation, order, judgment or decree to which Company
              or its property is subject. The execution, delivery and performance
              by
              Company of this AAR Agreement and the consummation by it of the
              transactions contemplated hereby, have been duly authorized by all
              necessary corporate action on part of Company. This AAR Agreement has
              been
              duly executed and delivered by Company, and, upon the due authorization,
              execution and delivery by Assignor and Assignee, will constitute the
              valid
              and legally binding obligation of Company, enforceable against Company
              in
              accordance with its terms except as enforceability may be limited by
              bankruptcy, reorganization, insolvency, moratorium or other similar
              laws
              now or hereafter in effect relating to creditors’ rights generally, and by
              general principles of equity regardless of whether enforceability is
              considered in a proceeding in equity or at
              law;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|d. | No
              consent, approval, order or authorization of, or declaration, filing
              or
              registration with, any governmental entity is required to be obtained
              or
              made by Company in connection with the execution, delivery or performance
              by Company of this AAR Agreement, or the consummation by it of the
              transactions contemplated hereby;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|e. | Company
              shall establish a Custodial Account and an Escrow Account under the
              Servicing Agreement in favor of Assignee with respect to the Assigned
              Loans separate from the Custodial Account and Escrow Account previously
              established under the Servicing Agreement in favor of Assignor;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|f. | Pursuant
              to Section 10.02 of the Servicing Agreement, the Company hereby restates
              the representations and warranties set forth in Article III of the
              Servicing Agreement with respect to the Company and the Assigned Loans
              as
              of the date hereof; and
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|g. | Neither
              this AAR Agreement nor any certification, statement, report or other
              agreement, document or instrument furnished or to be furnished by the
              Company pursuant to this AAR Agreement contains or will contain any
              materially untrue statement of fact or omits or will omit to state
              a fact
              necessary to make the statements contained therein not
              misleading.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



5.  Company
      warrants and represents to, and covenants with, Assignor and Bear Stearns Asset
      Backed Securities I LLC (“BSABS I”) as of the date hereof:




|a. | Company
              is not aware and has not received notice that any default, early
              amortization or other performance triggering event has occurred as
              to any
              other securitization due to any act or failure to act of the
              Company;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | No
              material noncompliance with the applicable servicing criteria with
              respect
              to other securitizations of residential mortgage loans involving the
              Company as servicer has been disclosed or reported by the
              Company;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|c. | Company
              has not been terminated as servicer in a residential mortgage loan
              securitization, either due to a servicing default or to application
              of a
              servicing performance test or trigger;
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|d. | No
              material changes to the Company’s policies or procedures with respect to
              the servicing function it will perform under the Servicing Agreement
              and
              this AAR Agreement for mortgage loans of a type similar to the Assigned
              Loans have occurred during the three-year period immediately preceding
              the
              date hereof;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|e. | There
              are no aspects of the Company’s financial condition that could have a
              material adverse effect on the performance by the Company of its servicing
              obligations under the Servicing Agreement and this AAR
              Agreement;
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|f. | There
              are no material legal or governmental proceedings pending (or known
              to be
              contemplated) against the Company, any Subservicer or any third-party
              originator; and
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|g. | There
              are no affiliations, relationships or transactions relating to the
              Company
              or any Subservicer with respect to this Securitization Transaction
              and any
              party thereto of a type described in Item 1119 of Regulation
              AB.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Notwithstanding
      anything to the contrary in the Agreement, the Company shall (or shall cause
      any
      Third-Party Originator to) (i) immediately notify Assignor and BSABS I in
      writing of (A) legal proceedings pending against the Company, or proceedings
      known to be contemplated by governmental authorities against the Company which
      in the judgment of the Company would be, in each case, material to purchasers
      of
      securities backed by the Assigned Loans, (B) any affiliations or relationships
      of the type described in Item 1119(b) of Regulation AB that develop following
      the date hereof between the Company and any of the above listed parties or
      other
      parties identified in writing by the Assignor or BSABS I with respect to the
      Securitization Transaction and (ii) provide to the Assignor and BSABS I a
      description of such proceedings, affiliations or relationships.





Each
      such
      notice/update should be sent to the Assignor by e-mail to
      regABnotifications@bear.com. Additionally, all such notifications, other than
      those pursuant to (i)(A) above, should be sent to:





EMC
      Mortgage Corporation


2780
      Lake
      Vista Drive


Lewisville,
      TX 75067-3884


Attention:
      Conduit Seller Approval Dept.


Facsimile:
      (214) 626-3751


Email:
      sellerapproval@bear.com





With
      a
      copy to:





Bear,
      Stearns & Co. Inc.


383
      Madison Avenue, 3rd Floor


New,
      York, NY 10179


Attention:
      Global Credit Administration


Facsimile:
      (212) 272-6564





Notifications
      pursuant to (i)(A) above should be sent to:





EMC
      Mortgage Corporation


Two
      Mac
      Arthur Ridge


909
      Hidden Ridge Drive, Suite 200


Irving,
      TX 75038


Attention:
      Associate General Counsel for Loan Administration


Facsimile:
      (972) 831-2555





With
      copies to:





Bear,
      Stearns & Co. Inc.


383
      Madison Avenue, 3rd Floor


New,
      York, NY 10179


Attention:
      Global Credit Administration


Facsimile:
      (212) 272-6564





EMC
      Mortgage Corporation


2780
      Lake
      Vista Drive


Lewisville,
      TX 75067-3884


Attention:
      Conduit Seller Approval Dept.


Facsimile:
      (214) 626-3751


Email:
      sellerapproval@bear.com





6.  Assignor
      hereby agrees to indemnify and hold the Assignee (and its successors and
      assigns) harmless against any and all claims, losses, penalties, fines,
      forfeitures, legal fees and related costs, judgments, and any other costs,
      fees
      and expenses that Assignee (and its successors and assigns) may sustain in
      any
      way related to any breach of the representations or warranties of Assignor
      set
      forth in this AAR Agreement or the breach of any covenant or condition contained
      herein.




7.  It
      is
      expressly understood and agreed by the parties hereto that insofar as this
      AAR
      Agreement is executed on behalf of the Assignee (i) this AAR Agreement is
      executed and delivered by Citibank, N.A., not in its individual capacity but
      solely as trustee under the Pooling and Servicing Agreement, dated as of April
      1, 2006 (the “Pooling and Servicing Agreement”), among the Assignor, BSABS I,
      Citibank, N.A., as trustee and LaSalle Bank National Association as securities
      administrator and master servicer, in the exercise of the powers and authority
      conferred and vested in it, (ii) each of the representations, undertakings
      and
      agreements herein made on the part of the Assignee is made and intended not
      as
      representations, warranties, covenants, undertakings and agreements by Citibank,
      N.A. in its individual capacity, but is made and intended for the purpose of
      binding only the Assignee, (iii) under no circumstances shall Citibank, N.A.
      in
      its individual capacity be personally liable for the payment of any indebtedness
      or expenses of the Assignee or be liable for the breach or failure of any
      obligation, representation, warranty or covenant made or undertaken by the
      Assignee under this AAR Agreement and (iv) any recourse against the Assignee
      in
      respect of any obligations it may have under or pursuant to the terms of this
      AAR Agreement shall be limited solely to the assets it may hold as trustee
      of
      SACO I Trust 2006-5.




Recognition
      of Assignee




8.  From
      and
      after the date hereof, Company shall recognize Assignee as owner of the Assigned
      Loans, and will service the Assigned Loans for Assignee as if Assignee and
      Company had entered into a separate servicing agreement for the servicing of
      the
      Assigned Loans in the form of the Servicing Agreement (as modified herein),
      the
      terms of which are incorporated herein by reference. The Company acknowledges
      that the Assigned Loans will be part of a REMIC, and will service the Assigned
      Loans in accordance with the Servicing Agreement but in no event in a manner
      that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result
      in
      the imposition of a tax upon any REMIC (including but not limited to the tax
      on
      prohibited transactions as defined in Section 860F(a)(2) of the Code and the
      tax
      on contributions to a REMIC set forth in Section 860G(d) of the Code). It is
      the
      intention of Assignor, Company and Assignee that this AAR Agreement shall be
      binding upon and for the benefit of the respective successors and assigns of
      the
      parties hereto. Neither Company nor Assignor shall amend or agree to amend,
      modify, waive, or otherwise alter any of the terms or provisions of the
      Servicing Agreement which amendment, modification, waiver or other alteration
      would in any way affect the Assigned Loans without the prior written consent
      of
      Assignee.




The
      Servicer shall indemnify and hold harmless each of the Owner, any Depositor
      and
      any Master Servicer and 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 a breach of the obligations of the Servicer under
      Sections 6.04, 6.09, 10.02 or 11.16 or the Servicer’s negligence, bad faith or
      willful misconduct in connection therewith. In addition, the Servicer shall
      indemnify and hold harmless each of the Owner, any Depositor and any Master
      Servicer and their 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, the Annual Statement of Compliance,
      the Assessment of Compliance, any Attestation Report or any other information
      provided by or on behalf of the Servicer or on behalf of any subservicer or
      subcontractor of the Servicer pursuant to Sections 6.04, 6.09, 10.02 or 11.16
      (the “Servicer Information”), or (ii) the 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.




Modification
      of Servicing Agreement




9.  The
      Company and Assignor hereby amend the Servicing Agreement as
      follows:




|(a) | The
              following definitions are added to Article I of the Servicing
              Agreement:
|--- | --------------------------------------------------------------------------------------------------------



Assignee :
      Citibank, N.A, as trustee for the holders of SACO I Trust 2006-5, Mortgage
      Pass-Through Certificates, Series 2006-5.




Master
      Servicer :
      LaSalle
      Bank National Association, or its successors in interest who meet the
      qualifications of the Pooling and Servicing Agreement and this
      Agreement.




Pooling
      and Servicing Agreement :
      That
      certain pooling and servicing agreement, dated as of April 1, 2006, among Bear
      Stearns Asset Backed Securities I LLC, the Trustee, LaSalle Bank National
      Association. as securities administrator, the Master Servicer and the
      Owner.




Trustee :
      Citibank, N.A, or its successor in interest, or any successor trustee appointed
      as provided in the Pooling and Servicing Agreement.




|(b) | The
              definition of “Business Day” is deleted in its entirety and replaced with
              the following:
|--- | ------------------------------------------------------------------------------------------------------------------------



Business
      Day :
      Any day
      other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the States
      of
      New York, Iowa, Illinois, Minnesota or the Commonwealth of Pennsylvania or
      (iii)
      a day on which banks in the States of New York, Iowa, Illinois, Minnesota or
      the
      Commonwealth of Pennsylvania are authorized or obligated by law or executive
      order to be closed.




|(c) | The
              definition of “Custodian” is deleted in its entirety and replaced with the
              following:
|--- | ---------------------------------------------------------------------------------------------------------------------



Custodian :
      LaSalle
      Bank National Association.




|(d) | The
              definition of Qualified Depository is deleted in its entirety and replaced
              with the following:
|--- | ------------------------------------------------------------------------------------------------------------------------------



Qualified
      Depository :
      A
      separate and segregated account established with a depository, the accounts
      of
      which are insured by the FDIC through BIF or the SAIF and the short term debt
      ratings of which are rated in the highest rating category by Standard &
Poor's Rating Services, a division of The McGraw-Hill Companies Inc., Moody's
      Investors Services, Inc., or Fitch, Inc.







|(e) | Section
              6.04 of the Servicing Agreement is hereby deleted in its entirety and
              replaced with the following:
|--- | --------------------------------------------------------------------------------------------------------------------------------------



Section
      6.04  Annual
      Statement as to Compliance; Annual Certification.




(a)  The
      Servicer will deliver to the Owner and any Master Servicer, using its best
      efforts to deliver on March 1, but in no event later than March 15, of each
      calendar year beginning in 2007, an Officers’ Certificate acceptable to the
      Owner (an “Annual Statement of Compliance”) stating, as to each signatory
      thereof, that (i) a review of the activities of the Servicer during the
      preceding calendar year and of performance under this Agreement or other
      applicable servicing agreement has been made under such officers’ supervision
      and (ii) to the best of such officers’ knowledge, based on such review, the
      Servicer has fulfilled all of its obligations under this Agreement or other
      applicable servicing agreement in all material respects throughout such year,
      or, if there has been a failure to fulfill any such obligation in any material
      respect, specifying each such failure known to such officer and the nature
      and
      status of cure provisions thereof. Such Annual Statement of Compliance shall
      contain no restrictions or limitations on its use.




(b)  With
      respect to any Mortgage Loans that are the subject of a Pass-Through Transfer,
      using its best efforts to deliver on March 1, but in no event later than March
      15, of each calendar year beginning in 2007, an officer of the Servicer shall
      execute and deliver an Officers’ Certificate (an “Annual Certification”) to the
      Owner, any Master Servicer and any related Depositor for the benefit of each
      such entity and such entity’s affiliates and the officers, directors and agents
      of any such entity and such entity’s affiliates, in the form attached hereto as
      Exhibit H.




With
      respect to any Mortgage Loans that are the subject of a Pass-Through Transfer
      that is subject to the reporting requirements of the Exchange Act, in the event
      that the Servicer fails to timely comply with this Section 6.04 after March
      15th
      of the related year, the Depositor of such Pass-Through Transfer shall use
      its
      commercially reasonable efforts to obtain written or verbal statements or
      assurances from the Commission, by March 30th of the related year (or such
      extension of time granted by the Commission so that it can review the facts
      surrounding any requests made by the Depositor) that such failure to provide
      the
      required Annual Statement of Compliance on a timely basis, and a one time
      additional failure by the Servicer to comply with this Section 6.04, will not
      result in any adverse effect on the Depositor or its affiliates with respect
      to
      any Shelf Registration on Form S-3 of the Depositor or any of its affiliates.
      Any costs or expenses incurred by the Depositor in obtaining such statement
      or
      assurances from the Commission shall be reimbursed to the Depositor by the
      Servicer. In the event that the Depositor is unable to receive any such
      assurances from the Commission after the use of such commercially reasonable
      efforts by March 30th (or any extension period granted by the Commission) of
      the
      related year, such failure by the Servicer to comply with this Section 6.04
      shall be deemed an Event of Default, automatically at such time, without notice
      and without any cure period, and the Depositor or any Master Servicer may,
      in
      addition to whatever rights the Depositor or any Master Servicer may have under
      Section 8.01, subject to the limitation expressed therein, and at law or equity
      or to damages, including injunctive relief and specific performance, terminate
      all the rights and obligations of the Servicer under this Agreement and in
      and
      to the Mortgage Loans
      and the proceeds thereof without compensating the Servicer for the same, as
      provided in Section 9.01 . Such termination shall be considered with cause
      pursuant to Section 10.01 of this Agreement. This paragraph shall supersede
      any
      other provision in this Agreement or any other agreement to the
      contrary.




Failure
      to provide the Annual Statement of Compliance or Annual Certification within
      the
      required timeframes set forth herein will be treated as a failure of the
      Servicer to perform its duties under the Agreement and will be subject to the
      indemnification provisions of Section 8.01, subject to the limitation expressed
      therein, of the Agreement. This indemnification is understood by the parties
      hereto to cover any gross negligence, bad faith or willful misconduct of the
      Servicer in connection with its performance hereunder. For any indemnification
      from the Servicer to any Master Servicer, the Servicer in no event will be
      liable for punitive or consequential damages, regardless of the form of action,
      whether in contract, tort or otherwise.




If
      the
      indemnification provided for therein is unavailable or insufficient to hold
      harmless the Owner, each affiliate of the Owner, and each of the following
      parties participating in a Pass-Through Transfer: each sponsor and issuing
      entity; each Person (including, but not limited to, any Master Servicer, if
      applicable) responsible for the preparation, execution or filing of any report
      required to be filed with the Commission with respect to such Pass-Through
      Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or
      Rule
      15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer;
      each broker dealer acting as underwriter, placement agent or initial purchaser,
      each Person who controls any of such parties or the Depositor (within the
      meaning of Section 15 of the Securities Act and Section 20 of the Exchange
      Act);
      and the respective present and former directors, officers, employees, agents
      and
      affiliates of each of the foregoing and of the Depositor (each, an “Indemnified
      Party”), then the Servicer agrees that it shall contribute to the amount paid or
      payable by such Indemnified Party as a result of any claims, losses, damages
      or
      liabilities incurred by such Indemnified Party in such proportion as is
      appropriate to reflect the relative fault of such Indemnified Party on the
      one
      hand and the Servicer on the other.




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




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




|(f) | The
              fifth and sixth paragraphs of Section 6.09 of the Servicing Agreement
              are
              deleted in its entirety and replaced with the
              following:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



With
      respect to any Mortgage Loans that are the subject of a Pass-Through Transfer
      that is subject to the reporting requirements of the Exchange Act, in the event
      that the Servicer fails to timely comply with this Section 6.10 by March 15th
      of
      the related year, the Owner shall use its commercially reasonable efforts to
      obtain written or verbal statements or assurances from the Commission, by March
      30th of the related year (or such extension of time granted by the Commission
      so
      that it can review the facts surrounding any requests made by the Depositor)
      that such failure to provide the required Assessment of Compliance and
      Attestation Report on a timely basis, and a one time additional failure by
      the
      Servicer to comply with this Section 6.10, will not result in any adverse effect
      on the Depositor or its affiliates with respect to any Shelf Registration on
      Form S-3 of the Depositor or any of its affiliates. Any costs or expenses
      incurred by the Depositor in obtaining such statement or assurances from the
      Commission shall be reimbursed to the Depositor by the Servicer. In the event
      that the Depositor is unable to receive any such assurances from the Commission
      after the use of such commercially reasonable efforts by March 30th (or any
      extension period granted by the Commission) of the related year, such failure
      by
      the Servicer to comply with this Section 6.10 shall be deemed an Event of
      Default, automatically at such time, without notice and without any cure period,
      and the Depositor or any Master Servicer may, in addition to whatever rights
      the
      Depositor or any Master Servicer may have under Section 8.01, subject to the
      limitation expressed therein, and at law or equity or to damages, including
      injunctive relief and specific performance, terminate all the rights and
      obligations of the Servicer under this Agreement and in and to the Mortgage
      Loans and the proceeds thereof without compensating the Servicer for the same,
      as provided in Section 9.01 . Such termination shall be considered with cause
      pursuant to Section 10.01 of this Agreement. This paragraph shall supersede
      any
      other provision in this Agreement or any other agreement to the
      contrary.




Failure
      to provide the Assessment of Compliance or Attestation Report within the
      required timeframes set forth herein will be treated as a failure of the
      Servicer to perform its duties under the Agreement and will be subject to the
      indemnification provisions of Section 8.01, subject to the limitation expressed
      therein, of the Agreement. This indemnification is understood by the parties
      hereto to cover any gross negligence bad faith or willful misconduct of the
      Servicer in connection with its performance hereunder. For any indemnification
      from the Servicer to any Master Servicer, the Servicer in no event will be
      liable for punitive or consequential damages, regardless of the form of action,
      whether in contract, tort or otherwise.




|(g) | The
              last five paragraphs of Section 10.02 of the Servicing Agreement are
              hereby deleted and replaced with the
              following:
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



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




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




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




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




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




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




Notwithstanding
      the foregoing, the Servicer shall be under no obligation to provide information
      that the Owner deems required under Regulation AB if (i) the Servicer does
      not
      reasonably believe that such information is required under Regulation AB and
      (ii) the Servicer is not providing such information for (A) its own
      securitizations, or (B) any third party securitizations with loans serviced
      by
      the Servicer, unless the Owner pays all reasonable actual costs incurred by
      the
      Servicer in connection with the preparation and delivery of such information
      and
      the Servicer is given reasonable time to establish the necessary systems and
      procedures to produce such information; provided, however, that the costs
      incurred by the Servicer in connection with establishing the necessary systems
      and procedures will be split pro rata with any other purchaser that makes a
      request for similar information.




All
      Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain
      subject to, and serviced in accordance with the terms of, this Agreement and
      the
      related Term Sheet, and with respect thereto this Agreement and the related
      Term
      Sheet shall remain in full force and effect.









|(h) | Exhibit
              F and Exhibit J in the Servicing Agreement shall be modified by deleting
              the words “Wells Fargo Bank”, “WFB” and “Wells Fargo Bank, N.A.” and
              replacing them with “LaSalle Bank National
              Association”.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(i) | Exhibit
              G of the Servicing Agreement is deleted in its entirety and replaced
              with
              the following:
|--- | ------------------------------------------------------------------------------------------------------------------------------------------



EXHIBIT
      G





SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE





The
      assessment of compliance to be delivered by [the Company] [Name of Subservicer]
      shall address, at a minimum, the criteria identified as below as “Applicable
      Servicing Criteria”:





***Servicing
                Criteria***
            ***Applicable
                Servicing Criteria*****Reference**
            **Criteria****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**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**1122(d)(1)(iii)
            Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.1122(d)(1)(iv)
            A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.
            **x****Cash
                Collection and Administration**1122(d)(2)(i)
            Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.
            **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**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**1122(d)(2)(iv)
            The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.
            **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**1122(d)(2)(vi)
            Unissued
                checks are safeguarded so as to prevent unauthorized
                access.
            **x**1122(d)(2)(vii)
            Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank 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****Investor
                Remittances and Reporting**1122(d)(3)(i)
            Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of mortgage loans serviced by the
                Servicer.
            **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**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**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****Pool
                Asset Administration**1122(d)(4)(i)
            Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.
            **x**1122(d)(4)(ii)
            Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements
            **x**1122(d)(4)(iii)
            Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.
            **x**1122(d)(4)(iv)
            Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the Servicer’s obligor
                records maintained no more than two business days after receipt,
                or such
                other number of days specified in the transaction agreements, and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related mortgage loan documents.
            **x**1122(d)(4)(v)
            The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.
            **x**1122(d)(4)(vi)
            Changes
                with respect to the terms or status of an obligor's mortgage loans
                (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.
            **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**1122(d)(4)(viii)
            Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).
            **x**1122(d)(4)(ix)
            Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.
            **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 mortgage loan
                documents, on at least an annual basis, or such other period specified
                in
                the transaction agreements; (B) interest on such funds is paid, or
                credited, to obligors in accordance with applicable mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                or such other number of days specified in the transaction
                agreements.
            **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**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.







[NAME
      OF
      COMPANY] [NAME OF SUBSERVICER]




Date:  _________________________









By:  _________________________




Name:




Title:







Miscellaneous




10.  All
      demands, notices and communications related to the Assigned Loans, the Servicing
      Agreement and this AAR Agreement shall be in writing and shall be deemed to
      have
      been duly given if personally delivered at or mailed by registered mail, postage
      prepaid, as follows:




|a. | In
              the case of Company,
|-- | -------------------------------------

GMAC
      Mortgage Corporation


500
      Enterprise Road


Horsham,
      Pennsylvania 19044


Attention:
      Mr. Frank Ruhl


Telecopier
      No.: (215) 682-3396




|b. | In
              the case of Assignor,
|-- | --------------------------------------

EMC
      Mortgage Corporation


Mac
      Arthur Ridge II


909
      Hidden Ridge Drive, Suite 200


Irving,
      Texas 75038


Attention:
      Ms. Ralene Ruyle


Telecopier
      No.: (972) 442-2810





|c. | In
              the case of Assignee,
|-- | --------------------------------------

Citibank,
      N.A., as Trustee


388
      Greenwich Street, 14 th Floor


New
      York ,
      New
      York 10013


Attention:
      SACO 2006-5


Telecopier
      No.: (212) 816-5527





11.  The
      Company hereby acknowledges that LaSalle Bank National Association (the “Master
      Servicer”) has been appointed as the master servicer of the Assigned Loans
      pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2006,
      among the Assignor, the Assignee, BSABS I, LaSalle Bank National Association
      as
      securities administrator and the Master Servicer, and therefor has the right
      to
      enforce all obligations of the Company, as they relate to the Assigned Loans,
      under the Servicing Agreement. Such right will include, without limitation,
      the
      right to terminate the Company under the Servicing Agreement upon the occurrence
      of an event of default thereunder, the right to receive all remittances required
      to be made by the Company under the Servicing Agreement, the right to receive
      all monthly reports and other data required to be delivered by the Company
      under
      the Servicing Agreement, the right to examine the books and records of the
      Company, indemnification rights, and the right to exercise certain rights of
      consent and approval relating to actions taken by the Company. The Company
      shall
      make all distributions under the Servicing Agreement, as they relate to the
      Assigned Loans, to the Master Servicer by wire transfer of immediately available
      funds to:




LaSalle
      Bank National Association




ABA#
      071000505




Account
      #
      723658.1




Attn:
      Sandra Brooks







and
      the
      Company shall deliver all reports required to be delivered under the Servicing
      Agreement, as they relate to the Assigned Loans, to the Assignee at the address
      set forth in Section 10 herein and to the Master Servicer at:




LaSalle
      Bank National Association




135
      S.
      LaSalle St., Suite 1625




Chicago,
      IL 60603




Attention:
      Global Securities and Trust Services Group- SACO 2006-5







12.  THIS
      AAR
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, AND THE OBLIGATIONS, RIGHTS
      AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
      SUCH LAWS.




13.  No
      term
      or provision of this AAR Agreement may be waived or modified unless such waiver
      or modification is in writing and signed by the party against whom such waiver
      or modification is sought to be enforced.




14.  This
      AAR
      Agreement shall inure to the benefit of the successors and assigns of the
      parties hereto. Any entity into which Assignor, Assignee or Company may be
      merged or consolidated shall, without the requirement for any further writing,
      be deemed Assignor, Assignee or Company, respectively, hereunder.




15.  This
      AAR
      Agreement shall survive the conveyance of the Assigned Loans, the assignment
      of
      the Servicing Agreement to the extent of the Assigned Loans by Assignor to
      Assignee and the termination of the Servicing Agreement and the Purchase
      Agreement.




16.  This
      AAR
      Agreement may be executed simultaneously in any number of counterparts. Each
      counterpart shall be deemed to be an original and all such counterparts shall
      constitute one and the same instrument.




17.  In
      the
      event that any provision of this AAR Agreement conflicts with any provision
      of
      the Servicing Agreement with respect to the Assigned Loans, the terms of this
      AAR Agreement shall control.









[TPW:
            NYLEGAL:494004.9] 17297-00440 05/15/2006 11:58 AM


IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
      first above written.









**EMC
                MORTAGE CORPORATION,**
              **the
                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,****the
                Assignee**By:_
            By:Name:
              
              Title:
            Name:_________________________
              
              Title:__________________**GMAC
                MORTGAGE CORPORATION,**
              **the
                Company**By:Name:
              
              Title:__________________________


**Acknowledged
      and Agreed**




**LASALLE
                BANK**
              **NATIONAL
                ASSOCIATION**
              **the
                Master Servicer**By:Name:_______Title:____________
              
              
              
              
              **BEAR
                STEARNS ASSET BACKED**
              **SECURITIES
                I LLC**
              
              By:
              
              Name:_______
              
              Title:____________










[TPW:
            NYLEGAL:494004.9] 17297-00440 05/15/2006 11:58 AM


ATTACHMENT
      1





ASSIGNED
      LOANS


[TPW:
            NYLEGAL:494004.9] 17297-00440 05/15/2006 11:58 AM


ATTACHMENT
      2





SERVICING
      AGREEMENT