ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT




This
      is
      an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made
      as of April 28, 2006, among EMC Mortgage Corporation (the “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 (the “Assignee”) and
      First Tennessee Mortgage Services, Inc. (the “Company”).




In
      consideration of the mutual promises contained herein the parties hereto agree
      that the residential mortgage loans (the “Assigned Loans”) listed on Attachment
      1 annexed hereto (the "Assigned Loan Schedule") purchased by the Assignor from
      First Horizon Home Loan Corporation (“First Horizon”) pursuant to the Purchase,
      Warranties and Servicing Agreement, dated as of September 1, 2003, as amended
      by
      Amendment No. 1, dated as of May 14, 2004, Amendment No. 2, dated as of June
      16,
      2005, Amendment No. 3, dated as of August 8, 2005 and Amendment No. 4, dated
      as
      of December 22, 2005 (the “ Purchase,
      Warranties and Servicing Agreement ”),
      and
      those certain amended and restated term sheets dated as of September 2, 2005,
      and September 28, 2005 among Assignor, Company and First Horizon ( the
“Term
      Sheet”, together with the Purchase, Warranties and Servicing Agreement, the “Purchase
      Agreement”) and now serviced by Company for Assignor and its successors and
      assigns pursuant to the Purchase Agreement shall be subject to the terms of
      this
      AAR Agreement. Capitalized terms used herein but not defined shall have the
      meanings ascribed to them in the Purchase Agreement.




**Assignment
        and Assumption**




Except
      as
      expressly provided for herein, the Assignor hereby grants, transfers and assigns
      to the Assignee all of its right, title and interest as in, to and under (a)
      the
      Assigned Loans and (b) the Purchase Agreement with respect to the Assigned
      Loans; provided, however, that the Assignor is not assigning to the Assignee
      any
      of its right, title or interest, in, to and under the Purchase Agreement with
      respect to any mortgage loan other than the Assigned Loans listed on Exhibit
      A.
      Notwithstanding anything to the contrary contained herein, the Assignor
      specifically reserves and does not assign to the Assignee any right, title
      and
      interest in, to or under the representations and warranties contained in Section
      3.01 and Section 3.02 of the Purchase Agreement, and any obligation of the
      Company to cure, repurchase or substitute for a mortgage loan and to indemnify
      the Assignor with respect to a breach of such representations and warranties
      pursuant to Section 3.03 and Section 8.01 of the Purchase Agreement and the
      Assignor is retaining the right to enforce the representations and warranties
      and the obligations of the Company set forth in those sections against the
      Company. In addition, the Assignor specifically reserves and does not assign
      to
      the Assignee any right, title and interest in, to or under Section 2.09 of
      the
      Purchase Agreement. 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 Purchase Agreement or otherwise relating to the
      transaction contemplated herein (including, but not limited to, any obligation
      to indemnify the Assignee).




**Representations,
        Warranties and Covenants**




1.  Assignor
      warrants and represents to Assignee and Company as of the date
      hereof:




(a)  Attached
      hereto as Attachment 2 is a true and accurate copy of the Purchase 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)  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 Purchase 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 Purchase 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 Company with respect
      to
      the Assigned Loans or the Purchase 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 the 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 Company, 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;




(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;




(h)  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 “1933 Act”) or which
      would render the disposition of the Assigned Loans a violation of Section 5
      of
      the 1933 Act or require registration pursuant thereto;




(i)  The
      Assignor has received from Company, and has delivered to the Assignee, all
      documents required to be delivered to Assignor by the Company prior to the
      date
      hereof pursuant to the Purchase Agreement with respect to the Assigned Loans
      and
      has not received, and has not requested from the Company, any additional
      documents; and




(j)  There
      is
      no action, suit, proceeding, investigation or litigation pending or, to
      Assignor's knowledge, threatened, which either in any instance or in the
      aggregate, if determined adversely to Assignor, would adversely affect
      Assignor's execution or delivery of, or the enforceability of, this AAR
      Agreement, or the Assignor's ability to perform its obligations under this
      AAR
      Agreement.




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




(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 the 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 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 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 Company, 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;




(d)  There
      is
      no action, suit, proceeding, investigation or litigation pending or, to
      Assignee's knowledge, threatened, which either in any instance or in the
      aggregate, if determined adversely to Assignee, would adversely affect
      Assignee's execution or delivery of, or the enforceability of, this AAR
      Agreement, or the Assignee's ability to perform its obligations under this
      AAR
      Agreement; and




(e)  Assignee
      assumes for the benefit of each of the Assignor and the Company all of the
      rights of the Purchaser under the Purchase Agreement with respect to the
      Assigned Loans.




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




(a)  Attached
      hereto as Attachment 2 is a true and accurate copy of the Purchase 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
      Purchase 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 charter or by-laws 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 the 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
      Assignee 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)  The
      Company shall establish a Custodial Account and an Escrow Account under the
      Purchase Agreement in favor of the Assignee with respect to the Assigned Loans
      separate from the Custodial Account and Escrow Account previously established
      under the Purchase Agreement in favor of Assignor;




(f)  No
      event
      has occurred from the Closing Date to the date hereof which would render the
      representations and warranties as to the related Assigned Loans made by the
      Company in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in
      any
      material respect; 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.




4.  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 Purchase 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 Purchase 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









5.  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.




**Recognition
        of Assignee**




6.  From
      and
      after the date hereof, Company shall recognize Assignee as owner of the Assigned
      Loans, and acknowledges that the Assigned Loans will be part of a REMIC, and
      will service the Assigned Loans in accordance with the Purchase Agreement (as
      modified by this AAR 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 Purchase
      Agreement which amendment, modification, waiver or other alteration would in
      any
      way affect the Assigned Loans without the prior written consent of
      Assignee.




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.




Company
      shall indemnify and hold harmless the Assignor, each affiliate of the Assignor,
      BSABS I, the Assignee, Bear, Stearns & Co. Inc. (the “Underwriter”) and each
      affiliate of the Underwriter, each Person (including, but not limited to, the
      Master Servicer) responsible for the preparation, execution or filing of any
      report required to be filed with the Commission, or for execution of a
      certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
      Act, each Person who controls the Assignor, BSABS I, the Assignee or the
      Underwriter (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 (each,
      an
“Indemnified Party”), and shall hold each of them harmless from and against any
      claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses
      and related costs, judgments, and any other costs, fees and expenses that any
      of
      them may sustain arising out of or based upon:




|(i) | (A)any
              untrue statement of a material fact contained or alleged to be contained
              in any information, report, certification, data, accountants’ letter or
              other material provided under Section 11.18 of the Purchase Agreement
              by
              or on behalf of the Assignor, or provided under Section 11.18 of the
              Purchase Agreement by or on behalf of any Subservicer, Subcontractor
              or
              Third-Party Originator (collectively, the “Company Information”), or (B)
              the omission or alleged omission to state in the Company Information
              a
              material fact required to be stated in the Company Information or
              necessary in order to make the statements therein, in the light of
              the
              circumstances under which they were made, not misleading;*provided,
              by way of clarification,*that
              clause (B) of this paragraph shall be construed solely by reference
              to the
              Company Information and not to any other information communicated in
              connection with a sale or purchase of securities, without regard to
              whether the Company Information or any portion thereof is presented
              together with or separately from such other
              information;
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(ii) | any
              breach by the Company of its obligations under Section 11.18 of Purchase
              Agreement, including particularly any failure by the Company, any
              Subservicer, any Subcontractor or any Third-Party Originator to deliver
              any information, report, certification, accountants’ letter or other
              material when and as required under Section 11.18 of the Purchase
              Agreement, including any failure by the Company to identify any
              Subcontractor “participating in the servicing function” within the meaning
              of Item 1122 of Regulation AB;
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(iii) | any
              breach by the Company of a representation or warranty set forth in
              Section
              3.01 of the Purchase Agreement or in a writing furnished pursuant to
              Section 3.01 of the Purchase Agreement and made as of a date prior
              to the
              date hereof, to the extent that such breach is not cured by the date
              hereof, or any breach by the Company of a representation or warranty
              in a
              writing furnished pursuant to Section 3.01 of the Purchase Agreement
              to
              the extent made as of a date subsequent to the date hereof;
              or
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(iv) | the
              negligence, bad faith or willful misconduct of the Company in connection
              with its performance under Section 11.18 of the Purchase
              Agreement.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If
      the
      indemnification provided for herein is unavailable or insufficient to hold
      harmless an Indemnified Party, then the Company 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 Company on the other.




In
      the
      case of any failure of performance described in Section 11.18 of the Purchase
      Agreement, the Company shall promptly reimburse the Underwriter, BSABS I and
      each Person responsible for the preparation, execution or filing of any report
      required to be filed with the Commission, or for execution of a certification
      pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act, for all
      costs reasonably incurred by each such party in order to obtain the information,
      report, certification, accountants’ letter or other material not delivered as
      required by the Company, any Subservicer, any Subcontractor or any Third-Party
      Originator.




**Modification
        of Purchase Agreement**




8.  The
      Company and Assignor hereby amend the Purchase Agreement as
      follows:




(a)  The
      following definitions are added to Article I of the Purchase
      Agreement:




Assignee : Citibank,
      N.A. ,
      as
      trustee for the holders of the SACO I Trust 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, the Master Servicer, the
      Securities Administrator and the Purchaser.




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




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, Illinois, Maryland, Minnesota or Texas, or (iii) a day on which banks
      in the States of New York, Maryland, Illinois, Minnesota or Texas are authorized
      or obligated by law or executive order to be closed.




(c)  The
      third
      paragraph of Section 4.01 of the Purchase Agreement shall be deleted in its
      entirety and replaced with the following:




Notwithstanding
      anything to the contrary contained in this Agreement, the Company shall not
      make
      or permit any modification, waiver or amendment of any term of any Mortgage
      Loan
      that would (i) effect an exchange or reissuance of such Mortgage Loan under
      Section 1001 of the Code (or Treasury regulations promulgated thereunder) and
      (ii) cause any REMIC created under the trust agreement pursuant to any
      Reconstitution to fail to qualify as a REMIC or result in the imposition of
      any
      tax under Section 860F(a) of Section 860G(d) of the Code.




(d)  The
      last
      paragraph in Section 4.02 of the Agreement is deleted and replaced with the
      following:




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




(e)  The
      following shall be added at the end of the last paragraph of Section 4.03 of
      the
      Purchase Agreement:




In
      the
      event a Mortgage Loan is charged-off, the Mortgage Loan will be removed from
      the
      pool and remittances with regard to such Mortgage Loan will occur on an
      actual/actual basis in the following method: no later than on each Remittance
      Date, the Company shall cause all amounts deposited in the Custodial Account
      as
      of the close of business on the immediately preceding Determination Date, minus
      any amounts attributable to Monthly Payments collected but not due on a Due
      Date
      or Dates subsequent to the first day of the month of the Remittance Date (which
      amounts shall be remitted on the Remittance Date next succeeding the Due Period
      for such amounts) to be remitted to the Purchaser as follows: (i) all
      collections of principal (ii) all collections of interest net of servicing
      fees
      (iii) liquidation proceeds net of the Company’s servicing advances. In addition,
      any prepayment in full shall be remitted to the Purchaser within five (5)
      business days of collection.




(f)  The
      second paragraph of Section 4.13 of the Purchase Agreement is deleted in its
      entirety and replaced with the following:




The
      Company shall notify the Assignor in accordance with the Fannie Mae Guides
      of
      each acquisition of REO Property upon such acquisition (and, in any event,
      shall
      provide notice of the consummation of any foreclosure sale within three (3)
      Business Days of the date Company receives notice of such consummation),
      together with a copy of the drive by appraisal or brokers price opinion of
      the
      Mortgaged Property obtained in connection with such acquisition. Thereafter,
      the
      Assignor shall assume the marketing and administration of such REO Property
      and
      shall sell such REO Property as expeditiously as possible and in accordance
      with
      the provisions of the Pooling and Servicing Agreement, as if such Mortgage
      Loan
      were an EMC Mortgage Loan. Pursuant to its efforts to sell such REO Property,
      the Assignor shall protect and conserve such REO Property in the manner and
      to
      the extent required by the Pooling and Servicing Agreement. No Servicing Fee
      shall be assessed or otherwise accrue on any REO Property from and after the
      date on which it becomes an REO Property.




(g)  The
      phrase “without giving effect to principles of conflicts of laws and” shall be
      added following the phrase “the State of New York” in Section 11.04 of the
      Purchase Agreement.




(h)  The
      following shall be added as Section 11.21 of the Purchase
      Agreement:




Section
      11.21  Third
      Party Beneficiary .




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




**Miscellaneous**




9.  All
      demands, notices and communications related to the Assigned Loans, the Purchase
      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:
|--- | -------------------------------------



First
      Tennessee Mortgage Services, Inc.




4000
      Horizon Way




Irving,
      Texas 75063




Attention:
      Capital Markets Department




|(b) | In
              the case of Assignor:
|--- | --------------------------------------








EMC
      Mortgage Corporation




Mac
      Arthur Ridge II




909
      Hidden Ridge Drive, Suite 200




Irving,
      Texas 75038




Attention:
      Ralene Ruyle




Telecopier
      No.: (972) 444-2810









with
      a
      copy to:




Bear
      Stearns Mortgage Capital Corporation




383
      Madison Avenue




New
      York,
      New York 10179




Attention:
      Ernie Calabrese




Telecopier
      No.: (212) 272-9529




|(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




10.  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, and therefor has the right
      to
      enforce all obligations of the Company, as they relate to the Assigned Loans,
      under the Purchase Agreement. Such right will include, without limitation,
      the
      right to terminate the Company under the Purchase 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 Purchase Agreement, the right to receive
      all
      monthly reports and other data required to be delivered by the Company under
      the
      Purchase 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 Purchase 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 Purchase
      Agreement, as they relate to the Assigned Loans, to the Assignee at the address
      set forth in Section 8 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




11.  Each
      party will pay any commissions it has incurred and the fees of its attorneys
      in
      connection with the negotiations for, documenting of and closing of the
      transactions contemplated by this AAR Agreement.




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 Purchase Agreement to the extent of the Assigned Loans by Assignor to
      Assignee and the termination of 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 Purchase Agreement with respect to the Assigned Loans, the terms of this
      AAR
      Agreement shall control.










SACO
            2006-5 - FIRST HORIZON ASSIGNMENT ASSUMPTION AND RECOGNITION
            AGREEMENT [TPW:
            NYLEGAL:492843.4] 17297-00440 05/15/2006 10:58 AM


IN
      WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of
      the
      day and year first above written.







EMC
      MORTGAGE CORPORATION




Assignor









By:




Name:




Title:




CITIBANK,
      N.A., not individually but solely as Trustee for the SACO I Trust 2006-5,
      Mortgage Pass-Through Certificates, Series 2006-5


Assignee





By:


Name:


Title:







FIRST
      TENNESSEE MORTGAGE SERVICES, INC.




Company









By:




Name:




Title:




Acknowledged
      and Agreed:




LASALLE
      BANK NATIONAL ASSOCIATION Master Servicer









By:




Name:




Title:
























BEAR
      STEARNS ASSET BACKED SECURITIES I LLC




By:


Name:


Title:













SACO
            2006-5 - FIRST HORIZON ASSIGNMENT ASSUMPTION AND RECOGNITION
            AGREEMENT [TPW:
            NYLEGAL:492843.4] 17297-00440 05/15/2006 10:58 AM




**ATTACHMENT
      1**













**ASSIGNED
      LOAN SCHEDULE**






**(Available
      upon request)**














SACO
            2006-5 - FIRST HORIZON ASSIGNMENT ASSUMPTION AND RECOGNITION
            AGREEMENT [TPW:
            NYLEGAL:492843.4] 17297-00440 05/15/2006 10:58 AM




**ATTACHMENT
      2**













**PURCHASE
      AGREEMENT**