UNITED STATES
                             SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, D.C. 20549



                                          FORM 10-K


  (Mark one)

  /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 2006

      OR



  / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


       Commission file number:  333-125422-57

       Bear Stearns ARM Trust 2006-1
       (exact name of issuing entity as specified in its charter)

       Bear Stearns Asset Backed Securities I LLC.
       (exact name of the depositor as specified in its charter)

       CSE Mortgage LLC
       (exact name of the sponsor as specified in its charter)


  New York                                          N/A
  (State or other jurisdiction of                   (I.R.S. Employer
  incorporation or organization)                    Identification No.)


   c/o Wells Fargo Bank, N.A.
   9062 Old Annapolis Road
   Columbia, MD                                21045
  (Address of principal executive offices)    (Zip Code)


  Registrant's telephone number, including area code: (410) 884-2000


  Securities registered pursuant to Section 12(b) of the Act:

        NONE.


  Securities registered pursuant to Section 12(g) of the Act:

        NONE.


  Indicate by check mark if the registrant is a well-known seasoned issuer,
  as defined in Rule 405 of the Securities Act.

        Yes  ___     No  X


  Indicate by check mark if the registrant is not required to file reports
  pursuant to Section 13 or Section 15(d) of the Act.

        Yes  ___     No  X


  Indicate by check mark whether the registrant (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange
  Act of 1934 during the preceding 12 months (or for such shorter period
  that the registrant was required to file such reports), and (2) has been
  subject to such filing requirements for the past 90 days.

        Yes  X       No  ___


  Indicate by check mark if disclosure of delinquent filers pursuant to
  Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained
  herein, and will not be contained, to the best of registrant's knowledge,
  in definitive proxy or information statements incorporated by reference
  in Part III of this Form 10-K or any amendment to this Form 10-K.

        Not applicable.


  Indicate by check mark whether the registrant is a large accelerated filer,
  an accelerated filer, or a non-accelerated filer. See definition of
  "accelerated filer and large accelerated filer" in Rule 12b-2 of the
  Exchange Act. (Check one):


  Large accelerated filer ___  Accelerated filer ___  Non-accelerated filer X


  Indicate by check mark whether the registrant is a shell company (as
  defined in Rule 12b-2 of the Act).

        Yes  ___     No  X


  State the aggregate market value of the voting and non-voting common
  equity held by non-affiliates computed by reference to the price at which
  the common equity was last sold, or the average bid and asked price of
  such common equity, as of the last business day of the registrant's most
  recently completed second fiscal quarter.

        Not applicable.


     Documents Incorporated by Reference

  List hereunder the following documents if incorporated by reference and
  the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
  document is incorporated: (1)Any annual report to security holders; (2)
  Any proxy or information statement; and (3)Any prospectus filed pursuant
  to Rule 424(b) or (c) under the Securities Act of 1933. The listed
  documents should be clearly described for identification purposes (e.g.,
  annual report to security holders for fiscal year ended December 24, 1980).

        Not applicable.


                                   PART I
  Item 1.  Business.

            Omitted.


  Item 1A.  Risk Factors.

            Omitted.


  Item 1B.  Unresolved Staff Comments.

            None.


  Item 2.  Properties.

            Omitted.


  Item 3.  Legal Proceedings.

            Omitted.


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

            Omitted.


                                PART II

  Item 5. Market for Registrants Common Equity, Related Stockholder
         Matters and Issuer Purchases of Equity Securities.

            Omitted.


  Item 6.  Selected Financial Data.

            Omitted.


  Item 7.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations.

            Omitted.


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

            Omitted.


  Item 8.  Financial Statements and Supplementary Data.

            Omitted.


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

            Omitted.


  Item 9A. Controls and Procedures.

            Omitted.


  Item 9A(T). Controls and Procedures.

            Omitted.


  Item 9B. Other Information.

            None.


                                PART III

  Item 10. Directors, Executive Officers and Corporate Governance.

            Omitted.


  Item 11. Executive Compensation.

            Omitted.

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

            Omitted.


  Item 13. Certain Relationships and Related Transactions, and Director
           Independence.

            Omitted.


  Item 14. Principal Accounting Fees and Services.

            Omitted.



                ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

  Item 1112(b) of Regulation AB, Significant Obligor Financial Information.

            No single obligor represents more than 10% of the pool assets held
            by this transaction.


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



             None.



  Item 1117 of Regulation AB, Legal Proceedings.

            The registrant knows of no material pending legal proceedings
            involving the Trust and all parties related to such Trust, other
            than routine litigation incidental to the duties of those respective
            parties.



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


            On February 9, 2007, Bear Stearns Residential Mortgage Corporation,
            a wholly owned subsidiary of The Bear Stearns Companies Inc. and an
            affiliate of the Registrant, acquired certain assets used in the
            subprime wholesale mortgage banking division of Performance Credit
            Corporation (formerly known as Encore Credit Corp.) ("PCC"), a
            California corporation that, until February 9, 2007, originated and
            purchased one-to four-family residential mortgage loans offered to
            borrowers with a particular emphasis on "nonconforming" borrowers
            who generally do not satisfy the credit, collateral, documentation
            or other standards required by conventional mortgage lenders and
            loan buyers.

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


            The servicing criteria have been completed within the manner stated
            in the governing documents and are attached hereto under Item 15.

            The 1122 statements for Wells Fargo Bank, National Association
            (Corporate Trust Services) has disclosed material noncompliance with
            criterion 1122(d)(3)(i), as applicable to the Company during the
            twelve months ended December 31. 2006. Certain monthly investor or
            remittance reports included errors in the calculation and/or the
            reporting of delinquencies for the pool assets.

            The 1122 statements for Wells Fargo Bank, N.A. (servicer) has
            disclosed the following instances of material noncompliance with
            certain servicing criteria applicable to the Company during the year
            ended December 31, 2006:

            1. 1122(d)(3)(i) - Delinquency Reporting - The Company provided
               incomplete data to some third parties who use such data to
               calculate delinquency ratios and determine the status of loans
               with respect to bankruptcy, foreclosure or real estate owned.
               Instead of the actual due date being provided for use in
               calculating delinquencies, the date of the first payment due to
               the security was provided.

            2. 1122(d)(4)(vii) - Notification of Intent to Foreclose - The
               Company, as required by certain servicing agreements, did not
               provide investors with prior notification of intent to foreclose.


  Item 1123 of Regulation AB, Servicer Compliance Statement.

            The servicer compliance statements have been completed within the
            manner stated in the governing documents and are attached hereto
            under Item 15.




                                PART IV


  Item 15. Exhibits, Financial Statement Schedules.

      (a) Exhibits

    (4.1)  Amended and Restated Trust Agreement, dated as of February 28, 2006,
           among Bear Stearns Asset Backed Securities I LLC, as Depositor,
           Wilmington Trust Company, as Owner Trustee and Wells Fargo Bank,
           N.A., as Securities Administrator and Certificate Paying Agent
           (As previously filed on Form 8-K filed on March 17, 2006 and on
           Current Report on Form 8-K/A filed on July 19, 2006 and on October
           10, 2006 and is hereby incorporated by reference into this report
           on Form 10-K).

   (10.1) Terms Agreement to the Underwriting Agreement, dated as of February
          28, 2006 between Bear, Stearns & Co., Inc. and Bear Stearns Asset
          Backed Securities I LLC (Agent (As previously filed on Form 8-K filed
          on March 17, 2006 and on Current Report on Form 8-K/A filed on July
          19, 2006 and on October 10, 2006 and is hereby incorporated by
          reference into this report on Form 10-K)

   (10.2) Indenture, dated as of February 28, 2006, among Bear Stearns ARM Trust
          2006-1, as Issuing Entity, Wells Fargo Bank, N.A., as Securities
          Administrator and U.S. Bank National Association, as Indenture Trustee
          (As previously filed on Form 8-K filed on March 17, 2006 and on
          Current Report on Form 8-K/A filed on July 19, 2006 and on October
          10, 2006 and is hereby incorporated by reference into this report on
          Form 10-K).

   (10.3) Sale and Servicing Agreement, dated as of February 28, 2006, among
          Bear Stearns Asset Backed Securities I LLC, as Depositor, Bear Stearns
          ARM Trust 2006-1, as Issuing Entity, U.S. Bank National Association,
          as Indenture Trustee, Wells Fargo Bank, N.A., as Master Servicer and
          Securities Administrator, CSE Mortgage LLC as Sponsor, EMC Mortgage
          Corporation as Mortgage Loan Seller and Company and CS OT I LLC as
          Seller (As previously filed on Form 8-K filed on March 17, 2006 and
          on Current Report on Form 8-K/A filed on July 19, 2006 and on October
          10, 2006 and is hereby incorporated by reference into this report on
          Form 10-K).

   (10.4) Administration Agreement, dated as of February 28, 2006, among Bear
          Stearns ARM Trust 2006-1, as Issuing Entity, Wells Fargo Bank, N.A.,
          as Securities Administrator, Wilmington Trust Company, as Owner
          Trustee, Bear Stearns Asset Backed Securities I LLC, as Depositor and
          CS OT I LLC as Seller (As previously filed on Form 8-K filed on
          March 17, 2006 and on Current Report on Form 8-K/A filed on July 19,
          2006 and on October 10, 2006 and is hereby incorporated by reference
          into this report on Form 10-K)




   (10.5) Assignment,  Assumption and Recognition  Agreement,  dated as of
          February 28, 2006, among EMC Mortgage Corporation,  a Delaware
          corporation  (the  "Assignor"),  Bear Stearns ARM Trust  2006-1,  as
          issuer (the "Assignee"), Wells Fargo Bank, N.A. (the "Company") and
          CS OT I LLC, as seller (the "Seller").

   (10.6) Amended and Restated Master  Seller's  Warranties and Servicing
          Agreement for residential  first mortgage loans,  dated and effective
          as of November 1, 2005, and is executed between EMC Mortgage
          Corporation,  as purchaser (the "Purchaser"), and Wells Fargo Bank,
          N.A., as seller and servicer (the "Company").


     (31) Rule 13a-14(d)/15d-14(d) Certifications.

     (33) Reports on assessment of compliance with servicing criteria for
          asset-backed securities.



      <TABLE>

      
         <c>
      a) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A., as Sub-Contractor <F1>
      b) Wells Fargo Bank, N.A., as Servicer <F1>
      c) Wells Fargo Bank, N.A., as Master Servicer <F1>
      d) Wells Fargo Bank, N.A., as Securities Administrator <F1>
      e) Wells Fargo Bank, N.A., as Custodian <F1>
      f) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A., as Sub-Contractor <F1>

      </TABLE>

     (34) Attestation reports on assessment of compliance with servicing
          criteria for asset-backed securities.

      <TABLE>

      
        <c>
      a) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A., as Sub-Contractor <F1>
      b) Wells Fargo Bank, N.A., as Servicer <F1>
      c) Wells Fargo Bank, N.A., as Master Servicer <F1>
      d) Wells Fargo Bank, N.A., as Securities Administrator <F1>
      e) Wells Fargo Bank, N.A., as Custodian <F1>
      f) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A., as Sub-Contractor <F1>

      </TABLE>

     (35) Servicer compliance statement.

      <TABLE>

      
         <c>
      a) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A., as Sub-Contractor <F2>
      b) Wells Fargo Bank, N.A., as Servicer <F1>
      c) Wells Fargo Bank, N.A., as Master Servicer <F1>
      d) Wells Fargo Bank, N.A., as Securities Administrator <F1>
      e) Wells Fargo Bank, N.A., as Custodian <F2>
      f) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A., as Sub-Contractor <F2>

      </TABLE>

   (b) Not applicable.

   (c) Omitted.


  <F1> Filed herewith.

  <F2> The Servicing Participant of the deal is not required under Regulation
       AB to provide such documentation.


                                SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities
  Exchange Act of 1934, the registrant has duly caused this report to be
  signed on its behalf by the undersigned, thereunto duly authorized.



    Bear Stearns ARM Trust 2006-1
    (Issuing Entity)

    Wells Fargo Bank, N.A.
    (Master Servicer)

    /s/ Dawn Hammond
    Dawn Hammond, Vice President

    Date: April 1, 2007


  Exhibit Index

  Exhibit No.

     (31) Rule 13a-14(d)/15d-14(d) Certifications.

     (33) Reports on assessment of compliance with servicing criteria for
          asset-backed securities.



      <TABLE>

      
         <c>
      a) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.
      b) Wells Fargo Bank, N.A., as Servicer
      c) Wells Fargo Bank, N.A., as Master Servicer
      d) Wells Fargo Bank, N.A., as Securities Administrator
      e) Wells Fargo Bank, N.A., as Custodian
      f) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.

      </TABLE>

     (34) Attestation reports on assessment of compliance with servicing
          criteria for asset-backed securities.

      <TABLE>

      
        <c>
      a) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.
      b) Wells Fargo Bank, N.A., as Servicer
      c) Wells Fargo Bank, N.A., as Master Servicer
      d) Wells Fargo Bank, N.A., as Securities Administrator
      e) Wells Fargo Bank, N.A., as Custodian
      f) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.

      </TABLE>

     (35) Servicer compliance statement.

      <TABLE>

      
         <c>
      b) Wells Fargo Bank, N.A., as Servicer
      c) Wells Fargo Bank, N.A., as Master Servicer
      d) Wells Fargo Bank, N.A., as Securities Administrator

      </TABLE>

  EX-31 Rule 13a-14(d)/15d-14(d) Certifications

  I, Dawn Hammond, certify that:

  1. I have reviewed this report on Form 10-K and all reports on Form 10-D
     required to be filed in respect of the period covered by this report
     on Form 10-K of Bear Stearns ARM Trust 2006-1 (the "Exchange Act
     periodic reports");

  2. Based on my knowledge, the Exchange Act periodic reports, taken as a
     whole, do not contain any untrue statement of a material fact or omit
     to state a material fact necessary to make the statements made, in
     light of the circumstances under which such statements were made, not
     misleading with respect to the period covered by this report;

  3. Based on my knowledge, all of the distribution, servicing and other
     information required to be provided under Form 10-D for the period
     covered by this report is included in the Exchange Act periodic
     reports;

  4. I am responsible for reviewing the activities performed by the
     servicers and based on my knowledge and the compliance reviews
     conducted in preparing the servicer compliance statements required in
     this report under Item 1123 of Regulation AB, and except as disclosed
     in the Exchange Act periodic reports, the servicers have fulfilled
     their obligations under the servicing agreements; and

  5. All of the reports on assessment of compliance with servicing
     criteria for asset-backed securities and their related attestation
     reports on assessment of compliance with servicing criteria for
     asset-backed securities required to be included in this report in
     accordance with Item 1122 of Regulation AB and Exchange Act Rules
     13a-18 and 15d-18 have been included as an exhibit to this report,
     except as otherwise disclosed in this report. Any material instances
     of noncompliance described in such reports have been disclosed in
     this report on Form 10-K.

     Dated: April 1, 2007

     /s/ Dawn Hammond
     Signature

     Vice President
     Title


EX-33 (a)
(logo) REGULUS


Report on Assessment of Compliance with Regulation AB Servicing Criteria

1. Pursuant to Subpart 229.1100 - Asset Backed Securities, 17 C.F.R. section
   229. 1100-229.1123 ("Regulation AB"), Regulus Group LLC, for itself and its
   wholly-owned subsidiaries (individually and collectively "Regulus"), is
   responsible for assessing its compliance with the servicing criteria
   applicable to the remittance processing services it provides to customers who
   are issuers or servicers of asset backed securities transactions and who have
   requested confirmation of Regulus' compliance in connection with loan and/or
   receivables portfolios that include pool assets for asset backed securities
   transactions (the "Platform"). Remittance processing is a service whereby
   check payments that are remitted by mail to a post office box are collected,
   processed through a highly automated data capture system, and prepared for
   deposit to a bank account held by the beneficiary of the payment.

2. The servicing criteria set forth in Item 1122(d) of Regulation AB were used
   in Regulus' assessment of compliance. Regulus has concluded that the
   servicing criteria set forth in Items 1122(d)(2)(i) and 1122(d)(4)(iv) of
   Regulation AB are applicable to the servicing activities it performs with
   respect to the Platform (such criteria the "Applicable Servicing Criteria").
   Regulus has concluded that the remainder of the servicing criteria set forth
   in Item 1122(d) of Regulation AB are inapplicable to the activities it
   performs with respect to the Platform because Regulus does not participate in
   the servicing activities referenced by such servicing criteria.

3. As of and for the year ending December 31, 2006, Regulus has complied in all
   material respects with the Applicable Servicing Criteria set forth in Item
   1122(d) of Regulation AB.

4. KPMG LLP, a registered public accounting firm, has issued an attestation
   report on Regulus' assessment of compliance with the Applicable Servicing
   Criteria as of and for the year ending December 31, 2006. A copy of that
   attestation report is attached hereto as Exhibit A.


/s/ Kimberlee Clark
Kimberlee Clark
Chief Financial Officer

February 22, 2007


860 LATOUR COURT | NAPA, CA | 94558 | TEL: 707.254.4000 | FAX: 707.254.4070
| REGULU5GROUP.COM





EX-33 (b)
(logo) WELLS FARGO HOME MORTGAGE

Wells Fargo Home Mortgage
One Home Campus
Des Moines, IA 50328-0001

YourWellsFargoMortgage.com


Wells Fargo Bank, N.A.

2006 Certification Regarding Compliance with Applicable Servicing Criteria


1.      Wells Fargo Bank, N.A. (the "Servicer") is responsible for assessing
        its compliance with the servicing criteria applicable to it under
        paragraph (d) of Item 1122 of Regulation AB as set forth in Exhibit A
        hereto in connection with the primary servicing of residential mortgage
        loans by its Wells Fargo Home Mortgage division, other than the
        servicing of such loans for Freddie Mac, Fannie Mae, Ginnie Mae, state
        and local government bond programs, or a Federal Home Loan Bank (the
        servicing "Platform");

2.      The Servicer has engaged certain vendors (the "Vendors") to perform
        specific, limited or scripted activities as of and for the year ended
        December 31, 2006, and the Servicer has elected to take responsibility
        for assessing compliance with the servicing criteria or portion of the
        servicing criteria applicable to such Vendors as set forth in Exhibit A
        hereto, with the exception of those Vendors that have provided their own
        report on assessment of compliance with servicing criteria, which
        reports are attached hereto as Exhibit D;

3.      Except as set forth in paragraph 4 below, the Servicer used the criteria
        set forth in paragraph (d) of Item 1122 of Regulation AB to assess the
        compliance with the applicable servicing criteria;

4.      The criteria identified as Inapplicable Servicing Criteria on Exhibit A
        hereto are inapplicable to the Servicer based on the activities it
        performs with respect to its Platform;

5.      The Servicer has complied, in all material respects, with the applicable
        servicing criteria as of and for the year ended December 31, 2006,
        except as described on Exhibit B hereto;

6.      The Servicer has not identified and is not aware of any material
        instance of noncompliance by the Vendors with the applicable servicing
        criteria as of and for the year ended December 31, 2006;

7.      The Servicer has not identified any material deficiency in its policies
        and procedures to monitor the compliance by the Vendors with the
        applicable servicing criteria for the year ended December 31, 2006; and

8.      KPMG LLP, a registered public accounting firm, has issued an attestation
        report on the Servicer's assessment of compliance with the applicable
        servicing criteria as of and for the year ended December 31, 2006, which
        attestation report is included on Exhibit C attached hereto.

March 1, 2007

WELLS FARGO BANK, N.A.

By:  /s/ Mary C. Coffin
Mary C. Coffin
Executive Vice President


Wells Fargo Home Mortgage
is a division of Wells Fargo Bank, N.A.


(page)


EXHIBIT A
to
Wells Fargo Bank, N.A.'s
2006 Certification Regarding Compliance With Applicable Servicing Criteria

<Table>
<Caption>

             <c>

                                 Servicing Criteria                                          Applicable Servicing       Inapplicable
                                                                                                  Criteria                Servicing
                                                                                                                          Criteria
Reference                                  Criteria                                     Performed           Performed
                                                                                           by                   by
                                                                                        Servicer            Vendor(s)

General Servicing Considerations

                 Policies and procedures are instituted to monitor any performance or       X
                 other triggers and events of default in accordance with the
1122(d)(1)(i)    transaction agreements.

                 If any material servicing activities are outsourced to third parties,      X
                 policies and procedures are instituted to monitor the third party's
1122(d)(1)(ii)   performance and compliance with such servicing activities.

                 Any requirements in the transaction agreements to maintain a back-up                                         X
1122(d)(1)(iii)  servicer for the mortgage loans are maintained.

                 A fidelity bond and errors and omissions policy is in effect on the        X
                 party participating in the servicing function throughout the reporting
                 period in the amount of coverage required by and otherwise in
1122(d)(1)(iv)   accordance with the terms of the transaction agreements.

Cash Collection and Administration

                 Payments on mortgage loans are deposited into the appropriate              X^1                  X^2
                 custodial bank accounts and related bank clearing accounts no more
                 than two business days following receipt, or such other number of
1122(d)(2)(i)    days specified in the transaction agreements.

                 Disbursements made via wire transfer on behalf of an obligor or to an      X
1122(d)(2)(ii)   investor are made only by authorized personnel.

                 Advances of funds or guarantees regarding collections, cash flows or       X
                 distributions, and any interest or other fees charged for such
                 advances, are made, reviewed and approved as specified in the
1122(d)(2)(iii)  transaction agreements.

                 The related accounts for the transaction, such as cash reserve             X
                 accounts or accounts established as a form of overcollateralization
                 are separately maintained (e.g., with respect to commingling of cash)
1122(d)(2)(iv)   as set forth in the transaction agreements.

                 Each custodial account is maintained at a federally insured                X
                 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
1122(d)(2)(v)    13k-1(b)(1) of the Securities Exchange Act.

1122(d)(2)(vi)   Unissued checks are safeguarded so as to prevent unauthorized access.      X^3                  X^4


(page)


                                 Servicing Criteria                                          Applicable Servicing       Inapplicable
                                                                                                  Criteria                Servicing
                                                                                                                          Criteria
Reference                                  Criteria                                     Performed           Performed
                                                                                           by                   by
                                                                                        Servicer            Vendor(s)

                 Reconciliations are prepared on a monthly basis for all asset-backed       X
                 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
1122(d)(2)(vii)  transaction agreements.

Investor Remittances and Reporting

                 Reports to investors, including those to be filed with the                 X
                 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
1122(d)(3)(i)    of mortgage loans serviced by the Servicer.

                 Amounts due to investors are allocated and remitted in accordance          X
                 with timeframes, distribution priority and other terms set forth in
1122(d)(3)(ii)   the transaction agreements.

                 Disbursements made to an investor are posted within two business days      X
                 to the Servicer's investor records, or such other number of days
1122(d)(3)(iii)  specified in the transaction agreements.

                 Amounts remitted to investors per the investor reports agree with          X
                 cancelled checks, or other form of payment, or custodial bank
1122(d)(3)(iv)   statements.

Pool Asset Administration

                 Collateral or security on mortgage loans is maintained as required by      X
1122(d)(4)(i)    the transaction agreements or related mortgage loan documents.

                 Mortgage loan and related documents are safeguarded as required by         X
1122(d)(4)(ii)   the transaction agreements.

                 Any additions, removals or substitutions to the asset pool are made        X
                 reviewed and approved in accordance with any conditions or
1122(d)(4)(iii)  requirements in the transaction agreements.

                 Payments on mortgage loans, including any payoffs, made in                 X^5                  X^6
                 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
1122(d)(4)(iv)   documents.

                 The Servicer's records regarding the mortgage loans agree with the         X
                 Servicer's records with respect to an obligor's unpaid principal
1122(d)(4)(v)    balance.

                 Changes with respect to the terms or status of an obligor's mortgage       X
                 loans (e.g., loan modifications or re-agings) are made, reviewed
                 and approved by authorized personnel in accordance with the
1122(d)(4)(vi)   transaction agreements and related pool asset documents.


(page)


                                 Servicing Criteria                                          Applicable Servicing       Inapplicable
                                                                                                  Criteria                Servicing
                                                                                                                          Criteria
Reference                                  Criteria                                     Performed           Performed
                                                                                           by                   by
                                                                                        Servicer            Vendor(s)

                 Loss mitigation or recovery actions (e.g., forbearance plans,              X
                 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
1122(d)(4)(vii)  by the transaction agreements.

                 Records documenting collection efforts are maintained during the           X
                 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
1122(d)(4)(viii) deemed temporary (e.g., illness or unemployment).

                 Adjustments to interest rates or rates of return for mortgage loans        X
                 with variable rates are computed based on the related mortgage loan
1122(d)(4)(ix)   documents.

                 Regarding any funds held in trust for an obligor (such as escrow           X
                 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
1122(d)(4)(x)    number of days specified in the transaction agreements.

                 Payments made on behalf of an obligor (such as tax or insurance            X^7                  X^8
                 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
1122(d)(4)(xi)   other number of days specified in the transaction agreements.

                 Any late payment penalties in connection with any payment to be made       X
                 on behalf of an obligor are paid from the Servicer's funds and not
                 charged in the obligor, unless the late payment was due to the
1122(d)(4)(xii)  obligor's error or omission.

                 Disbursements made on behalf of an obligor are posted within two           X^9                  X^10
                 business days to the obligor's records maintained by the servicer, or
1122(d)(4)(xiii) such other number of days specified in the transaction agreements.

                 Delinquencies, charge-offs and uncollectible accounts are recognized       X
1122(d)(4)(xiv)  and recorded in accordance with the transaction agreements.

                 Any external enhancement or other support, identified in Item                                                X
                 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv)   as set forth in the transaction agreements.


1 A portion of this servicing criteria is performed by a vendor, as set forth in footnote 2 below.
2 A lockbox vendor receives payments, creates transaction files, deposits checks, reconciles files to
deposits and transmits the transaction files to Wells Fargo. See Exhibit D.
3 A portion of this servicing criteria is performed by vendors, as set forth in footnote 4 below.
4 Insurance vendors prepare and safeguard checks on behalf of Wells Fargo. As to one
such vendor, see Exhibit D.
5 A portion of this servicing criteria is performed by a vendor, as set forth in footnote 6 below.
6 A lockbox vendor receives payments, creates transaction files, deposits checks, reconciles files
to deposits and transmits the transaction files to Wells Fargo. See Exhibit D.
7 A portion of this servicing criteria is performed by vendors, as set forth in footnote 8 below.
8 Insurance vendors obtain renewal invoices, create disbursement transactions and submit payments
to payees. As to one such vendor, see Exhibit D.
9 A portion of this servicing criteria is performed by one or more vendors, as set forth in footnote 10 below.
10 Insurance vendors obtain renewal invoices, create disbursement transactions and submit payments to payees.
As to one such vendor, see Exhibit D.


</Table>


(page)


EXHIBIT B
to
Wells Fargo Bank, N.A.'s
2006 Certification Regarding Compliance With Applicable Servicing Criteria

Wells Fargo Bank, N.A. ("Wells Fargo") acknowledges the following material
instances of noncompliance with the applicable servicing criteria:

1. 1122(d)(3)(i) - Delinquency Reporting - For certain loans sub-serviced by
   Wells Fargo or for which servicing rights were acquired on a bulk-acquisition
   basis, Wells Fargo determined that it provided incomplete data to some third
   parties who use such data to calculate delinquency ratios and determine the
   status of loans with respect to bankruptcy, foreclosure or real estate owned.
   The incomplete reporting only affected securitizations that included
   delinquent loans. Instead of the actual due date being provided for use in
   calculating delinquencies, the date of the first payment due to the security
   was provided. Wells Fargo subsequently included additional data in the
   monthly remittance reports, providing the actual borrower due date and unpaid
   principal balance, together with instructions to use these new fields if such
   monthly remittance reports are used to calculate delinquency ratios.

2. 1122(d)(4)(vii) - Notification of Intent to Foreclose  - Wells Fargo
   determined that, as required by certain servicing agreements, it did not
   provide investors with prior notification of intent to foreclose. While
   investors received monthly delinquency status reports that listed loans in
   foreclosure, such reports were received after such loans had been referred to
   an attorney. A new process is being implemented to send such notifications if
   contractually required, unless an investor opts out in writing.


(page)


EXHIBIT C
to
Wells Fargo Bank, N.A.'s
2006 Certification Regarding Compliance With Applicable Servicing Criteria


Report or Independent Registered Public Accounting Firm


(page)


EXHIBIT D
to
Wells Fargo Bank, N.A.'s
2006 Certification Regarding Compliance With Applicable Servicing Criteria


Vendors' Reports on Assessment of Compliance With Servicing Criteria





EX-33 (c)
(logo) WELLS FARGO

Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045-1951
410 884-2000
410 715-2380 Fax

Wells Fargo Bank, N.A.

ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

Corporate Trust Services division of Wells Fargo Bank, National Association (the
"Company") provides this assessment of compliance with the following applicable
servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by
the Securities and Exchange Commission. Management has determined that the
servicing criteria are applicable in regards to the servicing platform for the
period as follows:

Platform: Publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) residential
mortgage-backed securities, commercial mortgage-backed securities and other
asset-backed securities, for which the Company provides master servicing,
trustee, securities administration or paying agent services, excluding
transactions issued by any agency or instrumentality of the U.S. government or
any government sponsored entity (the "Platform").

Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d),
to the extent required in the related transaction agreements or required by the
Item 1122(d) servicing criteria in regards to the activities performed by the
Company, except for the following criteria: 1122(d)(1)(iii), 1122(d)(4)(ii),
1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x),
1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which management has
determined are not applicable to the activities the Company performs with
respect to the Platform (the "Applicable Servicing Criteria").

Period: Twelve months ended December 31, 2006 (the "Period").

Third parties classified as vendors: With respect to servicing criteria
1122(d)(4)(i), the Company has engaged various vendors to handle certain Uniform
Commercial Code filing functions required by the servicing criteria ("vendors").
The Company has determined that none of the vendors is a "servicer" as defined
in Item 1101(j) of Regulation AB, and the Company elects to take responsibility
for assessing compliance with the portion of the servicing criteria applicable
to each vendor as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
("Interpretation 17.06"). The Company has policies and procedures in place to
provide reasonable assurance that each vendor's activities comply in all
material respects with the servicing criteria applicable to each vendor. The
Company is solely responsible for determining that it meets the SEC requirements
to apply Interpretation 17.06 for the vendors and related criteria.

With respect to the Platform and the Period, the Company provides the following
assessment of compliance with respect to the Applicable Servicing Criteria:

1. The Company is responsible for assessing its compliance with the Applicable
Servicing Criteria.

2. The Company has assessed compliance with the Applicable Servicing Criteria,
including servicing criteria for which compliance is determined based on
Interpretation 17.06 as described above, as of and for the Period. In performing
this assessment, management used the criteria set forth by the Securities and
Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

3. Other than as identified on Schedule A hereto, as of and for the Period, the
Company was in material compliance with the Applicable Servicing Criteria. Any
material instances of noncompliance by a vendor of which the Company is aware
and any material deficiency in the Company's policies and procedures to monitor
vendors' compliance that the Company has identified is specified on Schedule A
hereto.

KPMG LLP, a registered public accounting firm, has issued an attestation
report with respect to the Company's foregoing assessment of compliance as of
and for the Period.

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:/s/ Brian Bartlett
Brian Bartlett

Its:   Executive Vice President

Dated: March 1, 2007


(page)


(logo) WELLS FARGO

Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045-1951
410 884-2000
410 715-2380 Fax

Wells Fargo Bank, N.A.

Schedule A

Material Instances of Noncompliance by the Company

1122(d)(3)(i)- Delinquency Reporting - During the reporting period, certain
monthly investor or remittance reports included errors in the calculation and/or
the reporting of delinquencies for the pool assets, which errors may or may not
have been material. All such errors were the result of data processing errors
and/or the mistaken interpretation of data provided by other parties
participating in the servicing function. All necessary adjustments to data
processing systems and/or interpretive clarifications have been made to correct
those errors and to remedy related procedures.

Material instances of Noncompliance by any Vendor

NONE

Material Deficiencies In Company's Policies and Procedures to Monitor Vendors'
Compliance

NONE





EX-33 (d)
(logo) WELLS FARGO

Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045-1951
410 884-2000
410 715-2380 Fax

Wells Fargo Bank, N.A.

ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

Corporate Trust Services division of Wells Fargo Bank, National Association (the
"Company") provides this assessment of compliance with the following applicable
servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by
the Securities and Exchange Commission. Management has determined that the
servicing criteria are applicable in regards to the servicing platform for the
period as follows:

Platform: Publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) residential
mortgage-backed securities, commercial mortgage-backed securities and other
asset-backed securities, for which the Company provides master servicing,
trustee, securities administration or paying agent services, excluding
transactions issued by any agency or instrumentality of the U.S. government or
any government sponsored entity (the "Platform").

Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d),
to the extent required in the related transaction agreements or required by the
Item 1122(d) servicing criteria in regards to the activities performed by the
Company, except for the following criteria: 1122(d)(1)(iii), 1122(d)(4)(ii),
1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x),
1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which management has
determined are not applicable to the activities the Company performs with
respect to the Platform (the "Applicable Servicing Criteria").

Period: Twelve months ended December 31, 2006 (the "Period").

Third parties classified as vendors: With respect to servicing criteria
1122(d)(4)(i), the Company has engaged various vendors to handle certain Uniform
Commercial Code filing functions required by the servicing criteria ("vendors").
The Company has determined that none of the vendors is a "servicer" as defined
in Item 1101(j) of Regulation AB, and the Company elects to take responsibility
for assessing compliance with the portion of the servicing criteria applicable
to each vendor as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
("Interpretation 17.06"). The Company has policies and procedures in place to
provide reasonable assurance that each vendor's activities comply in all
material respects with the servicing criteria applicable to each vendor. The
Company is solely responsible for determining that it meets the SEC requirements
to apply Interpretation 17.06 for the vendors and related criteria.

With respect to the Platform and the Period, the Company provides the following
assessment of compliance with respect to the Applicable Servicing Criteria:

1. The Company is responsible for assessing its compliance with the Applicable
Servicing Criteria.

2. The Company has assessed compliance with the Applicable Servicing Criteria,
including servicing criteria for which compliance is determined based on
Interpretation 17.06 as described above, as of and for the Period. In performing
this assessment, management used the criteria set forth by the Securities and
Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

3. Other than as identified on Schedule A hereto, as of and for the Period, the
Company was in material compliance with the Applicable Servicing Criteria. Any
material instances of noncompliance by a vendor of which the Company is aware
and any material deficiency in the Company's policies and procedures to monitor
vendors' compliance that the Company has identified is specified on Schedule A
hereto.

KPMG LLP, a registered public accounting firm, has issued an attestation
report with respect to the Company's foregoing assessment of compliance as of
and for the Period.

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:/s/ Brian Bartlett
Brian Bartlett

Its:   Executive Vice President

Dated: March 1, 2007


(page)


(logo) WELLS FARGO

Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045-1951
410 884-2000
410 715-2380 Fax

Wells Fargo Bank, N.A.

Schedule A

Material Instances of Noncompliance by the Company

1122(d)(3)(i)- Delinquency Reporting - During the reporting period, certain
monthly investor or remittance reports included errors in the calculation and/or
the reporting of delinquencies for the pool assets, which errors may or may not
have been material. All such errors were the result of data processing errors
and/or the mistaken interpretation of data provided by other parties
participating in the servicing function. All necessary adjustments to data
processing systems and/or interpretive clarifications have been made to correct
those errors and to remedy related procedures.

Material instances of Noncompliance by any Vendor

NONE

Material Deficiencies In Company's Policies and Procedures to Monitor Vendors'
Compliance

NONE





EX-33 (e)
(logo) WELLS FARGO

Wells Fargo Bank, N.A.
Document Custody
1015 10th Avenue SE
Minneapolis, MN 55414


Appendix I


ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

Corporate Trust Services division of Wells Fargo Bank, National Association
(the "Company") is responsible for assessing compliance with the servicing
criteria set forth in Item 1122(d) of Regulation AB promulgated by the
Securities and Exchange Commission. The Company has determined that the
servicing criteria are applicable in regard to the servicing platform for the
period as follows:

Platform: Publicly-issued (i.e., transaction-level reporting required under
the Securities Exchange Act of 1934, as amended) residential mortgage-backed
securities and commercial mortgage-backed securities issued on or after January
1, 2006, for which the Company provides document custody services, excluding any
publicly issued transactions issued by any government sponsored entity (the
"Platform").

Applicable Servicing Criteria: The servicing criteria set forth in Item
1122(d)(4)(i) and 1122(d)(4)(ii), in regard to the activities performed by the
Company with respect to the Platform (the "Applicable Servicing Criteria"). The
Company has determined that all other servicing criteria set forth in Item
1122(d) are not applicable to the Platform.

Period: Twelve months ended December 31, 2006 (the "Period").

With respect to the Platform, the Company provides the following
assessment of compliance with respect to the Applicable Servicing Criteria:

1. The Company is responsible for assessing the Company's compliance with
the Applicable Servicing Criteria as of and for the Period.

2. The Company has assessed compliance with the Applicable Servicing
Criteria. In performing this assessment, the Company used the criteria set forth
by the Securities and Exchange Commission in paragraph (d) of Item 1122 of
Regulation AB.

3. Based on such assessment, as of and for the Period, the Company has
complied, in all material respects with the Applicable Servicing Criteria.

KPMG LLP, a registered public accounting firm, has issued an attestation
report with respect to the Company's assessment of compliance as of and for the
Period.


WELLS FARGO BANK, NATIONAL ASSOCIATION

By: /s/ Shari L. Gillund
Shari L. Gillund

Its: Senior Vice President

Dated: March 1, 2007





EX-33 (f)
(logo) ZC STERLING

ZC Sterling Corporation
210 Interstate North Parkway
Suite 400
Atlanta, GA 30339

Tel 770.690.8400
Fax 770.690.8240
http://www.zcsterling.com


Report on Assessment of Compliance with Securities and Exchange
Commission's Regulation AB Servicing Criteria

For the calendar year ending December 31 2006, or portion thereof (the
"Period"), ZC Sterling Insurance Agency, Inc. ("ZCSIA") has been a subcontractor
for Servicers identified in Appendix A.

The undersigned are Senior Vice Presidents of ZCSIA, have sufficient authority
to make the statements contained in this Assertion and are responsible for
assessing compliance with the servicing criteria applicable to ZCSIA. ZCSIA has
used the servicing criteria communicated to ZCSIA by the Servicer to assess
compliance with the applicable servicing criteria. Accordingly, servicing
criteria 1122 (d) 1(iv), 1122 (d) 2(vi), 1122 (d) 4(xi), 1122 (d) 4(xii), and
1122 (d) 4(xiii) are applicable to the activities performed by ZCSIA with
respect to the Platforms covered by this report. The remaining servicing
criteria set forth in Item 1122 (d) of the Securities and Exchange Commission's
Regulation AB are not applicable to the activities performed by ZCSIA with
respect to the Platform covered by this report. As a subcontractor for Servicer,
ZCSIA has determined that it complied in all material respects with the
servicing criteria listed below. ZCSIA engaged Ernst & Young, LLP ("E&Y"), a
registered public accounting firm, to review ZCSIA's assessment, and E&Y has
issued an attestation report on ZCSIA's assessment of compliance with the
applicable servicing criteria for the Period.

1. ZCSIA maintained a fidelity bond and errors & omissions policy in effect on
ZCSIA throughout the reporting period in the amount of coverage required by the
transaction agreements between the Servicer and ZCSIA (1122(d)((1)(iv)).

2. To the extent that ZCSIA prints checks for Servicer or otherwise has
Servicer's checks or check stock, unissued checks are safeguarded so as to
prevent unauthorized access (1122(d)(2)(vi)). [AS OF DECEMBER 31, 2006, THIS
PROVISION WILL APPLY ONLY FOR THE FOLLOWING SERVICERS: ABN Amro Mortgage Group,
Inc, Option One Mortgage Corporation, Sun Trust Mortgage, Inc., HomEq Servicing
Corporation, Wachovia Insurance Corporation, Wells Fargo Home Mortgage.


(page)


3. Payments made on behalf of Servicer's obligor for insurance premiums 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 thirty (30) calendar days prior to these
dates, or such other number of days specified in the transaction agreements
between Servicer and ZCSIA (1122(d)(4)(xi)).

4. Any late payment penalties in connection with any payment for insurance to be
made on behalf of Servicer's obligor are paid from the Servicer's funds or
ZCSIA's funds and not charged to Servicer's obligor, unless the late payment was
due to the obligor's error or omission (1122(d)(4)(xii)).

5. File(s) provided to Servicer from which Servicer may make disbursements made
on behalf of Servicer's obligor are provided to Servicer on an accurate and
timely basis and the information thereon is subject to such controls as are
specified in the transaction agreements between Servicer and ZCSIA
(1122(d)(4)(xiii)).

Sincerely,
ZC STERLING INSURANCE AGENCY, INC.

By: /s/ Arthur J. Castner
Arthur J. Castner

Title: Senior Vice President - Hazard Operations

Date: February 20, 20007

By: /s/ James P. Novak
James P. Novak

Title: Senior Vice President & General Counsel

Date: February 20, 2007



2


(page)


Appendix A
The following is a list of Clients serviced on the ZC Sterling Integrated
Product Solution (ZIPS) Platform:

1. ABN Amro Mortgage Group, Inc.
2. Dovenmuehle Mortgage, Inc.
3. HomEq Servicing Corporation
4. Option One Mortgage Corporation
5. People's Choice Home Loan, Inc.
6. Sun Trust Mortgage, Inc.
7. Wachovia Insurance Agency (and its affiliates, including Wachovia Mortgage
   Corporation)
8. Wells Fargo Home Mortgage



3





EX-34 (a)
(logo) KPMG

KPMG LLP
1601 Market Street
Philadelphia, PA 19103-2499


Report of Independent Registered Public Accounting Firm

The Board of Members
Regulus Group LLC:

We have examined management's assessment for those customers that
management has informed us have requested confirmation of compliance, included
in the accompanying Report on Assessment of Compliance with Regulation AB
Servicing Criteria, that Regulus Group LLC complied with the servicing criteria
set forth in Item 1122(d)(2)(i) and 1122(d)(4)(iv) of the Securities and
Exchange Commission's Regulation AB for remittance processing services to those
issuers of asset backed securities and servicers of loan and/or receivables
portfolios that include pool assets for asset backed securities transactions
(the Platform) as of and for the year ended December 31, 2006. Regulus Group LLC
has determined that the remainder of the servicing criteria are not applicable
to the activities it performs with respect to the Platform as of and for the
year ended December 31, 2006. Management is responsible for the Company's
compliance with those servicing criteria. Our responsibility is to express an
opinion on management's assessment about the Company's compliance based on our
examination.

Our examination was conducted in accordance with the standards of the
Public Company Accounting Oversight Board (United States) and, accordingly,
included examining, on a test basis, evidence about the Company's compliance
with the servicing criteria specified above and performing such other procedures
as we considered necessary in the circumstances. Our examination included
testing of less than all of the individual asset-backed transactions and
securities that comprise the Platform, testing of less than all of the servicing
activities related to the Platform, and determining whether the Company
processed those selected transactions and performed those selected activities in
compliance with the servicing criteria. Furthermore, our procedures were limited
to the selected transactions and servicing activities performed by the Company
during the period covered by this report. Our procedures were not designed to
determine whether errors may have occurred either prior to or subsequent to our
tests that may have affected the balances or amounts calculated or reported by
the Company during the period covered by this report for the selected
transactions or any other transactions. We believe that our examination provides
a reasonable basis for our opinion. Our examination does not provide a legal
determination on the Company's compliance with the servicing criteria.

In our opinion, management's assessment that the Company complied with the
aforementioned servicing criteria as of and for the year ended December 31, 2006
is fairly stated, in all material respects.


/s/ KPMG LLP


Philadelphia, PA
February 22, 2007


KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.





EX-34 (b)
(logo) KPMG

KPMG LLP
2500 Ruan Center
666 Grand Avenue
Des Moines, IA 50309


Report of Independent Registered Public Accounting Firm

The Board of Directors
Wells Fargo Bank, N.A.:

We have examined Wells Fargo Bank, N.A.'s (the Company) compliance with the
servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission's Regulation AB for its primary servicing of residential mortgage
loans by its Wells Fargo Home Mortgage division, other than the servicing of
such loans for Freddie Mac, Fannie Mae, Ginnie Mae, state and local government
bond programs, or a Federal Home Loan Bank (the Platform), except for servicing
criteria 1122(d)(1)(iii) and 1122(d)(4)(xv), which the Company has determined
are not applicable to the activities it performs with respect to the Platform,
as of and for the year ended December 31, 2006. Management is responsible for
the Company's compliance with those servicing criteria. Our responsibility is to
express an opinion on the Company's compliance based on our examination.

Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing of
less than all of the individual asset-backed transactions and securities that
comprise the Platform, testing of less than all of the servicing activities
related to the Platform, and determining whether the Company processed those
selected transactions and performed those selected activities in compliance with
the servicing criteria. Furthermore, our procedures were limited to the selected
transactions and servicing activities performed by the Company during the period
covered by this report. Our procedures were not designed to determine whether
errors may have occurred either prior to or subsequent to our tests that may
have affected the balances or amounts calculated or reported by the Company
during the period covered by this report for the selected transactions or any
other transactions. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the servicing criteria.

Our examination disclosed the following instances of material noncompliance with
certain servicing criteria applicable to the Company during the year ended
December 31, 2006:

1. 1122(d)(3)(i) - Delinquency Reporting - The Company provided incomplete data
   to some third parties who use such data to calculate delinquency ratios and
   determine the status of loans with respect to bankruptcy, foreclosure or real
   estate owned. Instead of the actual due date being provided for use in
   calculating delinquencies, the date of the first payment due to the security
   was provided.

2. 1122(d)(4)(vii) - Notification of Intent to Foreclose - The Company, as
   required by certain servicing agreements, did not provide investors with
   prior notification of intent to foreclose.


(page)


(logo) KPMG

As described in the accompanying 2006 Certification Regarding Compliance with
Applicable Servicing Criteria, for servicing criteria 1122(d)(2)(i),
1122(d)(2)(vi), 1122(d)(4)(iv), 1122(d)(4)(xi), and 1122(d)(4)(xiii), the
Company has engaged various vendors to perform the activities required by these
servicing criteria. The Company has determined that these vendors are not
considered "servicers" as defined in Item 1101(j) of Regulation AB, and the
Company has elected to take responsibility for assessing compliance with the
servicing criteria applicable to each vendor as permitted by Interpretation
17.06 of the SEC Division of Corporation Finance Manual of Publicly Available
Telephone Interpretations ("Interpretation 17.06"), with the exception of those
vendors who have provided their own reports on assessment of compliance with
servicing criteria to the Company, for which the Company does not take such
responsibility. As permitted by Interpretation 17.06, the Company has asserted
that it has policies and procedures in place designed to provide reasonable
assurance that the vendors' activities comply in all material respects with the
servicing criteria applicable to each vendor. The Company is solely responsible
for determining that it meets the SEC requirements to apply Interpretation 17.06
for the vendors and related criteria as described in its assertion, and we
performed no procedures with respect to the Company's eligibility to apply
Interpretation 17.06.


In our opinion, except for the instances of material noncompliance described
above, the Company complied, in all material respects, with the aforementioned
servicing criteria as of and for the year ended December 31, 2006.


/s/ KPMG LLP

Des Moines, Iowa
March 1, 2007


KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.





EX-34 (c)
(logo) KPMG

KPMG LLP
303 East Wacker Drive
Chicago, IL 60801-5212

Report of Independent Registered Public Accounting Firm

The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:

We have examined the compliance of the Corporate Trust Services division of
Wells Fargo Bank, National Association (the Company) with the servicing criteria
set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation
AB for publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) residential
mortgage-backed securities, commercial mortgage-backed securities and other
asset-backed securities, for which the Company provides master servicing,
trustee, securities administration or paying agent services, excluding
transactions issued by any agency or instrumentality of the U.S. government or
any government sponsored entity (the Platform), except for servicing criteria
1122(d)(1)(iii), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v),
1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi),
1122(d)(4)(xii) and 1122(d)(4)(xiii), which the Company has determined are not
applicable to the activities it performs with respect to the Platform, as of and
for the twelve months ended December 31, 2006. Management is responsible for the
Company's compliance with those servicing criteria. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.

Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing of
less than all of the individual asset-backed transactions and securities that
comprise the Platform, testing of less than all of the servicing activities
related to the Platform, and determining whether the Company processed those
selected transactions and performed those selected activities in compliance with
the servicing criteria. Furthermore, our procedures were limited to the selected
transactions and servicing activities performed by the Company during the period
covered by this report. Our procedures were not designed to determine whether
errors may have occurred either prior to or subsequent to our tests that may
have affected the balances or amounts calculated or reported by the Company
during the period covered by this report for the selected transactions or any
other transactions. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the servicing criteria.

As described in the accompanying management's Assessment of Compliance With
Applicable Servicing Criteria, for servicing criteria 1122(d)(4)(i), the Company
has engaged various vendors to perform the activities required by these
servicing criteria. The Company has determined that these vendors are not
considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the
Company has elected to take responsibility for assessing compliance with the
servicing criteria applicable to each vendor as permitted by Interpretation
17.06 of the SEC Division of Corporation Finance Manual of Publicly Available
Telephone Interpretations ("Interpretation 17.06"). As permitted by
Interpretation 17.06, the Company has asserted that it has policies and

KPMG LLP, a U.S. limited liability partnership, in the U.S. member firm
of KPMG International, a Swiss cooperative.

(page)

(logo) KPMG

procedures in place designed to provide assurance that the vendors' activities
comply in all material respects with the servicing criteria applicable to each
vendor. The Company is solely responsible for determining that it meets the SEC
requirements to apply Interpretation 17.06 for the vendors and related criteria
as described in its assertion, and we performed no procedures with respect to
the Company's eligibility to apply Interpretation 17.06.

Our examination disclosed material noncompliance with criterion 1122(d)(3)(i),
as applicable to the Company during the twelve months ended December 31, 2006.
Certain monthly investor or remittance reports included errors in the
calculation and/or the reporting of delinquencies for the pool assets.

In our opinion, except for the material non-compliance described above, the
Company complied, in all material respects, with the aforementioned servicing
criteria, including servicing criteria for which compliance is determined based
on Interpretation 17.06 as discussed above, as of and for the twelve months
ended December 31, 2006.

/s/ KPMG LLP

Chicago, IL 60601
March 1, 2007





EX-34 (d)
(logo) KPMG

KPMG LLP
303 East Wacker Drive
Chicago, IL 60801-5212

Report of Independent Registered Public Accounting Firm

The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:

We have examined the compliance of the Corporate Trust Services division of
Wells Fargo Bank, National Association (the Company) with the servicing criteria
set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation
AB for publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) residential
mortgage-backed securities, commercial mortgage-backed securities and other
asset-backed securities, for which the Company provides master servicing,
trustee, securities administration or paying agent services, excluding
transactions issued by any agency or instrumentality of the U.S. government or
any government sponsored entity (the Platform), except for servicing criteria
1122(d)(1)(iii), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v),
1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi),
1122(d)(4)(xii) and 1122(d)(4)(xiii), which the Company has determined are not
applicable to the activities it performs with respect to the Platform, as of and
for the twelve months ended December 31, 2006. Management is responsible for the
Company's compliance with those servicing criteria. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.

Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing of
less than all of the individual asset-backed transactions and securities that
comprise the Platform, testing of less than all of the servicing activities
related to the Platform, and determining whether the Company processed those
selected transactions and performed those selected activities in compliance with
the servicing criteria. Furthermore, our procedures were limited to the selected
transactions and servicing activities performed by the Company during the period
covered by this report. Our procedures were not designed to determine whether
errors may have occurred either prior to or subsequent to our tests that may
have affected the balances or amounts calculated or reported by the Company
during the period covered by this report for the selected transactions or any
other transactions. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the servicing criteria.

As described in the accompanying management's Assessment of Compliance With
Applicable Servicing Criteria, for servicing criteria 1122(d)(4)(i), the Company
has engaged various vendors to perform the activities required by these
servicing criteria. The Company has determined that these vendors are not
considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the
Company has elected to take responsibility for assessing compliance with the
servicing criteria applicable to each vendor as permitted by Interpretation
17.06 of the SEC Division of Corporation Finance Manual of Publicly Available
Telephone Interpretations ("Interpretation 17.06"). As permitted by
Interpretation 17.06, the Company has asserted that it has policies and

KPMG LLP, a U.S. limited liability partnership, in the U.S. member firm
of KPMG International, a Swiss cooperative.

(page)

(logo) KPMG

procedures in place designed to provide assurance that the vendors' activities
comply in all material respects with the servicing criteria applicable to each
vendor. The Company is solely responsible for determining that it meets the SEC
requirements to apply Interpretation 17.06 for the vendors and related criteria
as described in its assertion, and we performed no procedures with respect to
the Company's eligibility to apply Interpretation 17.06.

Our examination disclosed material noncompliance with criterion 1122(d)(3)(i),
as applicable to the Company during the twelve months ended December 31, 2006.
Certain monthly investor or remittance reports included errors in the
calculation and/or the reporting of delinquencies for the pool assets.

In our opinion, except for the material non-compliance described above, the
Company complied, in all material respects, with the aforementioned servicing
criteria, including servicing criteria for which compliance is determined based
on Interpretation 17.06 as discussed above, as of and for the twelve months
ended December 31, 2006.

/s/ KPMG LLP

Chicago, IL 60601
March 1, 2007





EX-34 (e)
(logo) KPMG

KPMG LLP
303 East Wacker Drive
Chicago, IL 60601-5212

Report of Independent Registered Public Accounting Firm

The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank National Association:

We have examined management's assertion, included in the accompanying Appendix
I, that the Document Custody section of the Corporate Trust Services division of
Wells Fargo Bank National Association complied with the servicing criteria set
forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB
for publicly-issued (i.e., transaction-level reporting required under the
Securities Exchange Act of 1934, as amended) residential mortgage-backed
securities and commercial mortgage-backed securities issued on or after January
1, 2006 for which the Company provides document custody services, excluding any
publicly issued transactions issued by any government sponsored entity (the
Platform) as of and for the twelve months ended December 31, 2006. Management
has determined that servicing criteria 1122(d)(4)(i) and 1122(d)(4)(ii) are
applicable to the activities it performs with respect to the Platform, and that
all other servicing criteria set forth in Item 1122(d) are not applicable to the
document custody services provided by the Company with respect to the Platform.
Management is responsible for the Company's compliance with those servicing
criteria. Our responsibility is to express an opinion on management's assertion
about the Company's compliance based on our examination.

Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing of
less than all of the individual asset-backed transactions and securities that
comprise the Platform, testing of less than all of the servicing activities
related to the Platform, and determining whether the Company processed those
selected transactions and performed those selected activities in compliance with
the servicing criteria. Furthermore, our procedures were limited to the selected
transactions and servicing activities performed by the Company during the period
covered by this report. Our procedures were not designed to determine whether
errors may have occurred either prior to or subsequent to our tests that may
have affected the balances or amounts calculated or reported by the Company
during the period covered by this report for the selected transactions or any
other transactions. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the servicing criteria.

In our opinion, management's assertion that the Company complied with the
aforementioned servicing criteria as of and for the period ended December 31,
2006 is fairly stated, in all material respects.

/s/ KPMG LLP

Chicago, Illinois
March 1, 2007

KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG
International, a Swiss cooperative.





EX-34 (f)
(logo) ERNST & YOUNG


Ernst & Young LLP
Suite 2800
600 Peachtree Street
Atlanta, Georgia 30308-2215

Phone: (404) 874-8300
www.ey.com

Report of Independent Registered Public Accounting Firm

We have examined management's assertion, included in the accompanying Report on
Assessment of Compliance with Securities and Exchange Commission's Regulation AB
Servicing Criteria, that ZC Sterling Insurance Agency, Inc. (the Company)
complied with certain servicing criteria set forth in Item 1122(d) of the
Securities and Exchange Commission's Regulation AB for the ZC Sterling
Integrated Product Solution (ZIPS) hazard insurance outsourcing Platform
(Platform) as of and for the year ended December 31, 2006. The Company has
determined that only certain servicing criteria 1122 (d) 1(iv), 1122 (d) 2(vi),
1122 (d) 4(xi), 1122 (d) 4(xii), and 1122 (d) 4(xiii) are applicable to the
activities performed by them with respect to the Platform covered by this
report. The Company has determined that the remaining servicing criteria set
forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB
are not applicable to the activities performed by them with respect to the
Platform covered by this report. See Appendix A of management's assertion for
the Platform covered by this report. Management is responsible for the Company's
compliance with those servicing criteria, Our responsibility is to express an
opinion on management's assertion about the Company's compliance with the
servicing criteria based on our examination.

Our examination was conducted in accordance with standards of the Public Company
Accounting Oversight Board (United States) and, accordingly, included examining,
on a test basis, evidence about the Company's compliance with the applicable
servicing criteria and performing such other procedures as we considered
necessary in the circumstances. Our examination included testing of less than
all of the servicing activities related to the Platform, and determining whether
the Company performed those selected activities in compliance with the servicing
criteria. Furthermore, our procedures were limited to the servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the Platform. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not provide a legal
determination on the Company's compliance with the servicing criteria.

In our opinion, management's assertion that the Company complied with the
aforementioned servicing criteria as of and for the year ended December 31, 2006
for the ZIPS Platform is fairly stated, in all material respects.

/s/ Ernst & Young LLP

February 20, 2007


A Member Practice of Ernst & Young Global





EX-35 (b)
(logo) WELLS FARGO HOME MORTGAGE

Wells Fargo Home Mortgage
One Home Campus
Des Moines,IA 50328-0001



Wells Fargo Bank, N.A.
Servicer Compliance Statement


1. I, John B. Brown, Senior Vice President of Wells Fargo Bank, N.A. ("Wells
Fargo") hereby state that a review of the activities of Wells Fargo during the
calendar year 2006 and of Wells Fargo's performance under the servicing
agreement(s) listed on the attached Exhibit A (the "Servicing Agreement(s)") has
been made under my supervision.

2. To the best of my knowledge, based on such review , Wells Fargo has fulfilled
all of its obligations under the Servicing Agreement(s) in all material respects
throughout 2006.


/s/ John B. Brown
John B. Brown
Senior Vice President
Wells Fargo Bank, N.A.

March 1, 2007


Wells Fargo Home Mortgage
is a division of Wells Fargo Bank, N.A.


(page)


EXHIBIT A

<TABLE>
<CAPTION>
                                              MASTER
                                        SERVICER/TRUSTEE
CLIENT  INV#             INV                               DEAL NAME
<S>     <C>     <C>                     <C>               <C>

708     349     WELLS FARGO HE TRUST    WELLS FARGO CTS    WFHET 2006-2
708     B80     WELLS FARGO HE TRUST    WELLS FARGO CTS    WFHET 2005-4
708     B84     WELLS FARGO HE TRUST    WELLS FARGO CTS    WFHET 2006-1
708     J82     WELLS FARGO HE TRUST    WELLS FARGO CTS    WFHET 2004-1
708     L65     WELLS FARGO HE TRUST    WELLS FARGO CTS    WFHET 2005-1
708     M46     WELLS FARGO HE TRUST    WELLS FARGO CTS    WFHET 2005-3
708     M72     WELLS FARGO HE TRUST    WELLS FARGO CTS    WFHET 2005-2
708     N33     WELLS FARGO HE TRUST    WELLS FARGO CTS    WFHET 2004-2


(page)


106     800     NOMURA PMSR     WELLS FARGO CTS   NAAC 2005-AP1
106     801     NOMURA PMSR     WELLS FARGO CTS   NAAC 2004-AP3
106     802     NOMURA PMSR     WELLS FARGO CTS   NAAC 2005-AP3
106     810     NOMURA PMSR     WELLS FARGO CTS   NAAC 2005-AP2
106     811     NOMURA PMSR     WELLS FARGO CTS   NAAC 2005-AP3
106     812     NOMURA PMSR     WELLS FARGO CTS   NAAC 2005-AR3
106     813     NOMURA PMSR     WELLS FARGO CTS   NAAC 2005-AR4
106     814     NOMURA PMSR     WELLS FARGO CTS   NAAC 2005-AR5
106     815     NOMURA PMSR     WELLS FARGO CTS   NAAC 2006-AP1
106     816     NOMURA PMSR     WELLS FARGO CTS   NHELI 2006-HEI
106     817     NOMURA PMSR     WELLS FARGO CTS   2005-AR6
106     818     NOMURA PMSR     WELLS FARGO CTS   2006-AR1
106     819     NOMURA PMSR     WELLS FARGO CTS   NAAC 2006-AR2
106     821     NOMURA PMSR     WELLS FARGO CTS   NAAC 2006-AF1
106     822     NOMURA PMSR     WELLS FARGO CTS   NAAC 2006-AF2
708     232     NOMURA          WELLS FARGO CTS   NAAC 2004-R2
708     362     NOMURA          WELLS FARGO CTS   NHELI 2006-WF1
708     392     NOMURA          WELLS FARGO CTS   NHELI 2006-HE3
708     451     NOMURA          WELLS FARGO CTS   NAAC 2006-WF1
708     826     NORMURA         WELLS FARGO CTS   NHEL 2006-AF1
708     L46     NOMURA          WELLS FARGO CTS   NAAC 2005-WF1
708     M50     NOMURA          WELLS FARGO CTS   NAAC 2005-AP3


(page)


472     B35     BANK OF AMERICA   SERV                  BAFC 2006-A
472     L63     BANK OF AMERICA   SERV                  BAFC 2005-D
591     J78     BANK OF AMERICA   WFB MASTER SERVICING  BAFC 2004-1
591     M01     BANK OF AMERICA   WFB MASTER SERVICING  ABFC 2002-W1
591     M07     BANK OF AMERICA   WFB MASTER SERVICING  ABFC 2002-WF2
591     P45     BANK OF AMERICA   WFB MASTER SERVICING  BAFC 2003-1
708     366     BANK OF AMERICA   SERV                  BAFC 2006-4 SS#RB16
708     846-001 BANK OF AMERICA   MASTERSERV            BAFC 2006-I
708     849-001 BANK OF AMERICA   SERV                  BAFC 2006-J
708     B15     BANK OF AMERICA   SERV                  BAFC 2006-1
708     B30     BANK OF AMERICA   SERV                  BAFC 2005-07
708     B32     BANK OF AMERICA   SERV                  BAFC 2006-D
708     B35     BANK OF AMERICA   SERV                  BAFC 2006-A
708     B42     BANK OF AMERICA   SERV                  BAFC 2006-2
708     B50     BANK OF AMERICA   SERV                  BAFC 2006-3
708     B65     BANK OF AMERICA   SERV                  BAFC 2005-8
708     B83     BANK OF AMERICA   SERV                  BAFC 2006-F
708     L16     BANK OF AMERICA   SERV                  BAFC 2005-2
708     L29     BANK OF AMERICA   SERV                  ABFC 2005-WF1
708     L51     BANK OF AMERICA   SERV                  BAFC 2005-3
708     L63     BANK OF AMERICA   SERV                  BAFC 2005-D
708     L73     BANK OF AMERICA   WFB MASTER SERVICING  BAFC 2005-E
708     M36     BANK OF AMERICA   WFB MASTER SERVICING  BAFC 2005-6 SS#R964
708     M76     BANK OF AMERICA   SERV                  BAFC 2005-05 SS#R919
708     P24     BANK OF AMERICA   WFB MASTER SERVICING  ABFC 2003-WF1


(page)


472     H62     COUNTRYWIDE     WFB MASTER SERVICING    FNMA 2002-W1
685     H62     COUNTRYWIDE     WFB MASTER SERVICING    FNMA 2002-W1


(page)


106     300     CSMC            WELLS FARGO CTS         PMSR CSFB 2003-29
106     301     CSMC            WELLS FARGO CTS         PMSR CSFB 2003-25
106     302     CSMC            WELLS FARGO CTS         PMSR CSFB 2003-27
106     303     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-1
106     305     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-AR1
106     306     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-AR2
106     307     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-AR3
106     308     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-AR4
106     309     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-4
106     311     CSMC            WELLS FARGO CTS         CSFB 2004-AR6
106     314     CSMC            WELLS FARGO CTS         CSFB 2004-5
106     315     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-ARMT 1
106     316     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-8
106     319     CSMC            WELLS FARGO CTS         PMSR CSFB ARMT 2004-3
106     321     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-6
106     322     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-7
106     324     CSMC            WELLS FARGO CTS         PMSR ARMT 2004-5
106     326     CSMC            WELLS FARGO CTS         PMSR CSFB 2005-1
106     327     CSMC            WELLS FARGO CTS         PMSR CSFB 2005-2
106     331     CSMC            WELLS FARGO CTS         PMSR CSFB 2005-4
106     332     CSMC            WELLS FARGO CTS         2004-AR1
106     333     CSMC            WELLS FARGO CTS         2004-AR2
106     334     CSMC            WELLS FARGO CTS         2004-AR3
106     335     CSMC            WELLS FARGO CTS         2004-AR4
106     336     CSMC            WELLS FARGO CTS         PMSR ARMT 2005-3
106     337     CSMC            WELLS FARGO CTS         PMSR ARMT 2005-4
106     345     CSMC            WELLS FARGO CTS         CSFB 2003-19
106     347     CSMC            WELLS FARGO CTS         PMSR ARMT 2005-5
106     348     CSMC            WELLS FARGO CTS         PMSR CSFB 2005-5
106     352     CSMC            WELLS FARGO CTS         PMSR CSFB 2005-6
106     353     CSMC            WELLS FARGO CTS         PMSR CSFB 2005-6
106     354     CSMC            WELLS FARGO CTS         PMSR CSFB 2004-3
106     355     CSMC            WELLS FARGO CTS         PMSR ARMT 2005-6A
106     357     CSMC            WELLS FARGO CTS         PMSR CSFB 2005-7
106     362     CSMC            WELLS FARGO CTS         PMSR CSFB 2003-21
106     363     CSMC            WELLS FARGO CTS         PMSR ARMT 2005-9
106     364     CSMC            WELLS FARGO CTS         CSFB PMSR 2005-8
106     365     CSMC            WELLS FARGO CTS         PMSR 2003-AR30
106     369     CSMC            WELLS FARGO CTS         PMSR 2005-9
106     374     CSMC            WELLS FARGO CTS         PMSR CSMC 2005-11
106     379     CSMC            WELLS FARGO CTS         CSMC PMSR 2006-2
106     383     CSMC            WELLS FARGO CTS         CSMC 2003-AR30
106     384     CSMC            WELLS FARGO CTS         CSAB 2006-1
106     402     CSMC            WELLS FARGO CTS         CSMC 2006-6
106     403     CSMC            WELLS FARGO CTS         ARMT 2006-3
106     405     CSMC            WELLS FARGO CTS         CSFB 2005-12
106     408     CSMC            WELLS FARGO CTS         CSMC 2006-8
106     409     CSMC            WELLS FARGO CTS         CSAB 2006-2
106     508     CSMC            WELLS FARGO CTS         2004-CF2
106     519     CSMC            WELLS FARGO CTS         CSFB 2005-1
106     526     CSMC            WELLS FARGO CTS         CSFB 2005-3
106     536     CSMC            WELLS FARGO CTS         CSFB 2005-6
106     542     CSMC            WELLS FARGO CTS         CSFB 2005-7


(page)


106     544     CSMC            WELLS FARGO CTS         CSFB 2005-8
106     551     CSMC            WELLS FARGO CTS         CSFB 2005-10
106     577     CSMC            WELLS FARGO CTS         CSMC 2006-8a
106     L62     CSMC            WELLS FARGO CTS         CSFB 2003-27
106     L70     CSMC            WELLS FARGO CTS         CSFB 2003-21
106     L76     CSMC            WELLS FARGO CTS         CSFB 2003-23
106     L81     CSMC            WELLS FARGO CTS         CSFB 2004-3
591     M64     CSMC            WELLS FARGO CTS         CSFB 2005-8
708     281     CSMC            WELLS FARGO CTS         FNT  2001-3 CALL DEAL
708     820     CSMC            WELLS FARGO CTS         CSMC 2006-8
708     821     CSMC            WELLS FARGO CTS         SEE  CAT
708     827     CSMC            WELLS FARGO CTS         CSMC 2006-9
708     829     CSMC            WELLS FARGO CTS         CSAB 2006-3
708     839     CSMC            WELLS FARGO CTS         CSAB-2006-4
708     B49     CSMC            WELLS FARGO CTS         CSFB 2005-12
708     M64     CSMC            WELLS FARGO CTS         CSFB 2005-8
708     M86     CSMC            WELLS FARGO CTS         CSFB 2005-9


(page)


106     S50     DEUTSCHE BANK SUB       WELLS FARGO CTS  ACE 2004-HE3
106     S51     DEUTSCHE BANK SUB       WELLS FARGO CTS  ACE 2005-SD2
106     S52     DEUTSCHE BANK SUB       WELLS FARGO CTS  ACE 2005-SD2 - DSI
106     S53     DEUTSCHE BANK SUB       WELLS FARGO CTS  ACE 2005-HE5
106     S54     DEUTSCHE BANK           WELLS FARGO CTS  ACE 2005 SD3
106     S55     DEUTSCHE BANK SUB       WELLS FARGO CTS  2ACE 2005-SD3 - DSI
106     S56     DEUTSCHE BANK SUB       WELLS FARGO CTS  ACE 2006-SD1
106     S57     DEUTSCHE BANK SUB       WELLS FARGO CTS  ACE 2006-SD1- DSI
106     S58     DEUTSCHE BANK SUB       WELLS FARGO CTS  ACE 2006-SD2
106     S59     DEUTSCHE BANK SUB       WELLS FARGO CTS  ACE 2006-SD2- DSI
106     X01     DEUTSCHE BANK PMSR      WELLS FARGO CTS  ACE 2005-HE5
106     X03     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT05AR1
106     X04     DEUTSCHE BANK PMSR      WELLS FARGO CTS  ACE 2005-HE7
106     X05     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT2005-4
106     X06     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT05-AR2
106     X07     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT2005-5
106     X08     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT2005-6
106     X13     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT 2006-AB2
106     X15     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT 2006-AB3
106     X16     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT 2006-AR3
106     X17     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT 2006-AB4
106     X18     DEUTSCHE BANK PMSR      WELLS FARGO CTS  DBALT 2006-AR4
106     X19     DEUTSCHE PMSR           WELLS FARGO CTS  DBALT 2006-AR5
591     H29     DEUTSCHE BANK           WELLS FARGO CTS  ACE 2001-HE1
591     J27     DEUTSCHE BANK           WELLS FARGO CTS  ACE 2003-HE1
591     L69     DEUTSCHE BANK           WELLS FARGO CTS  ACE 2005-SD2
591     Q68     DEUTSCHE BANK           WELLS FARGO CTS  ACE 2002-HE2
708     372     DEUTSCHE BANK           WELLS FARGO CTS  DBALT 2006-AB3
708     483     DEUTSCHE BANK           WELLS FARGO CTS  DBALT 2006-AB4
708     830     DEUTSCHE BANK           WELLS FARGO CTS  DBALT 2006-AR5
708     B63     DEUTSCHE BANK           WELLS FARGO CTS  DBALT 2006-AF1
708     B88     DEUTSCHE BANK           WELLS FARGO CTS  DBALT 2006-AB1
708     J83     DEUTSCHE BANK           WELLS FARGO CTS  ACE 2004-HE1
708     L86     DEUTSCHE BANK           WELLS FARGO CTS  ACE 2005-WF1


(page)


591     185     EMC                     WELLS FARGO CTS  BSALTA 2006-8
708     341     EMC                     WELLS FARGO CTS  BSABS 2006-2
708     342     EMC                     WELLS FARGO CTS  BSARM 2006-2
591     369     EMC                     WELLS FARGO CTS  BSALTA 2006-4
708     369     EMC                     WELLS FARGO CTS  BSALTA 2006-4
472     376     EMC                     WELLS FARGO CTS  2001-2
591     376     EMC                     WELLS FARGO CTS  2001-2
685     376     EMC                     WELLS FARGO CTS  2001-2
472     382     EMC                     WELLS FARGO CTS  2001-1
472     437     EMC                     WELLS FARGO CTS  BSABS 2006-SD3
591     437     EMC                     WELLS FARGO CTS  BSABS 2006-SD3
685     437     EMC                     WELLS FARGO CTS  BSABS 2006-SD3
708     437     EMC                     WELLS FARGO CTS  BSABS 2006-SD3
472     888     EMC                     WELLS FARGO CTS  BSALTA 2006-7
708     888     EMC                     WELLS FARGO CTS  BSALTA 2006-7
708     909     EMC                     WELLS FARGO CTS  BSALTA 2004-7
685     931     EMC                     WELLS FARGO CTS  BSABS 2004-SD3
708     931     EMC                     WELLS FARGO CTS  BSABS 2004-SD3
591     B13     EMC                     WELLS FARGO CTS  BART 2006-1
708     B13     EMC                     WELLS FARGO CTS  BART 2006-1
591     B22     EMC                     WELLS FARGO CTS  PRIME 2004-2
708     B22     EMC                     WELLS FARGO CTS  PRIME 2004-2
472     B23     EMC                     WELLS FARGO CTS  BSABS 2006-SD1
685     B23     EMC                     WELLS FARGO CTS  BSABS 2006-SD1
708     B23     EMC                     WELLS FARGO CTS  BSABS 2006-SD1.
591     B53     EMC                     WELLS FARGO CTS  BSALTA 2005-10
708     B66     EMC                     WELLS FARGO CTS  BART 2005-12
591     B88     EMC                     WELLS FARGO CTS  *
591     D29     EMC                     WELLS FARGO CTS  BSARM 2004-8
708     D29     EMC                     WELLS FARGO CTS  BSARM 2004-8
591     H68     EMC                     WELLS FARGO CTS  WFHM 2002-W08
472     H78     EMC                     WELLS FARGO CTS  FNMA 2002-26
685     H78     EMC                     WELLS FARGO CTS  EMC FNMA 2002-26
591     H82     EMC                     WELLS FARGO CTS  BART 2003-6
472     H84     EMC                     WELLS FARGO CTS  FNMA 2002-33
685     H84     EMC                     WELLS FARGO CTS  FNMA 2002-33
472     H94     EMC                     WELLS FARGO CTS  BSABS 2002-1
591     H94     EMC                     WELLS FARGO CTS  BSABS 2002-1
685     H94     EMC                     WELLS FARGO CTS  BSABS 2002-1
591     J05     EMC                     WELLS FARGO CTS  BSABS
685     J05     EMC                     WELLS FARGO CTS  BSABS
708     J05     EMC                     WELLS FARGO CTS  BSABS
591     J12     EMC                     WELLS FARGO CTS  BART 2003-7
708     J12     EMC                     WELLS FARGO CTS  BART 2003-7
472     J17     EMC                     WELLS FARGO CTS  BSABS 2003-SD3
591     J17     EMC                     WELLS FARGO CTS  BSABS 2003-SD3
685     J17     EMC                     WELLS FARGO CTS  BSABS 2003-SD3
708     J17     EMC                     WELLS FARGO CTS  BSABS 2003-SD3


(page)


591     J29     EMC                     WELLS FARGO CTS  OPTRED 12-03
685     J29     EMC                     WELLS FARGO CTS  OPTRED 12-03
472     J55     EMC                     WELLS FARGO CTS  PRIME TRUST 2004-CL1
591     J55     EMC                     WELLS FARGO CTS  PRIME TRUST 2004-CL1
685     J55     EMC                     WELLS FARGO CTS  PRIME TRUST 2004-CL1
591     J61     EMC                     WELLS FARGO CTS  BART 2004-1
708     J61     EMC                     WELLS FARGO CTS  BART 2004-1
591     J72     EMC                     WELLS FARGO CTS  PRIME TRUST 2004-CL2
472     J76     EMC                     WELLS FARGO CTS  BSABS 2004-SD1
591     J76     EMC                     WELLS FARGO CTS  BSABS 2004-SD1
685     J76     EMC                     WELLS FARGO CTS  BSABS 2004-SD1
708     J76     EMC                     WELLS FARGO CTS  BSABS 2004-SD1
472     J79     EMC                     WELLS FARGO CTS  BSALTA 2005-5
591     J79     EMC                     WELLS FARGO CTS  BSALTA 2005-5
591     J94     EMC                     WELLS FARGO CTS  BSABS 2004-SD2
708     J94     EMC                     WELLS FARGO CTS  BSABS 2004-SD2
708     K22     EMC                     WELLS FARGO CTS  BART 2004-11
708     L00     EMC                     WELLS FARGO CTS  BART 2005-1
708     L05     EMC                     WELLS FARGO CTS  BSALTA 2005-2
472     L27     EMC                     WELLS FARGO CTS  BSALTA 2005-4
591     L27     EMC                     WELLS FARGO CTS  BALTA 2005-4
591     L50     EMC                     WELLS FARGO CTS  BART 2005-4
708     L50     EMC                     WELLS FARGO CTS  BART 2005-4
708     L56     EMC                     WELLS FARGO CTS  PRIME 2005-2
591     L81     EMC                     WELLS FARGO CTS  BART 2005-5
708     L81     EMC                     WELLS FARGO CTS  BART 2005-5 MS#B378
472     M43     EMC                     WELLS FARGO CTS  BART 2005-10 SS#B443
591     M43     EMC                     WELLS FARGO CTS  BART 2005-10
708     M43     EMC                     WELLS FARGO CTS  BART 2005-10 SS#B443
708     M53     EMC                     WELLS FARGO CTS  BSABS I 2005-AC6 MS#B398
708     M61     EMC                     WELLS FARGO CTS  PRIME 2005-3 MS#R937
708     M78     EMC                     WELLS FARGO CTS  PRIME 2005-4 S/S#R953
708     M87     EMC                     WELLS FARGO CTS  BART 2005-9 S/S#B431
472     M88     EMC                     WELLS FARGO CTS  BSABS 2005-SD4
591     M88     EMC                     WELLS FARGO CTS  BSABS 2005-SD4
685     M88     EMC                     WELLS FARGO CTS  BSABS 2005-SD4
708     M88     EMC                     WELLS FARGO CTS  BSABS 2005-SD4
591     P25     EMC                     WELLS FARGO CTS  BSART 2003-1
708     P25     EMC                     WELLS FARGO CTS  BSART 2003-1
472     P28     EMC                     WELLS FARGO CTS  BSABS 2003-1
591     P28     EMC                     WELLS FARGO CTS  BSABS 2003-1
685     P28     EMC                     WELLS FARGO CTS  BSABS 2003-1
591     P47     EMC                     WELLS FARGO CTS  BART 2003-3
708     P47     EMC                     WELLS FARGO CTS  BART 2003-3
472     P69     EMC                     WELLS FARGO CTS  BSABS 2003-2
591     P69     EMC                     WELLS FARGO CTS  BSABS 2003-2
685     P69     EMC                     WELLS FARGO CTS  BSABS 2003-2
708     P69     EMC                     WELLS FARGO CTS  BSABS 2003-2
472     P76     EMC                     WELLS FARGO CTS  FNMA GT
685     P76     EMC                     WELLS FARGO CTS  FNMA GT
472     P80     EMC                     WELLS FARGO CTS  SAMI 2003-CL1
591     P86     EMC                     WELLS FARGO CTS  BSARM 2003-5


(page)


708     P86     EMC                     WELLS FARGO CTS  BSARM 2003-5
472     P95     EMC                     WELLS FARGO CTS  BSABS 2003-SD1
591     P95     EMC                     WELLS FARGO CTS  BSABS 2003-SD1
685     P95     EMC                     WELLS FARGO CTS  BSABS 2003-SD1
708     P95     EMC                     WELLS FARGO CTS  BSABS 2003-SD1
472     Q15     EMC                     WELLS FARGO CTS  5435-5437
685     Q15     EMC                     WELLS FARGO CTS  5435-5437
472     Q24     EMC                     WELLS FARGO CTS  BSABS 2002-2
591     Q24     EMC                     WELLS FARGO CTS  BSABS 2002-2
685     Q24     EMC                     WELLS FARGO CTS  BSABS 2002-2
591     Q81     EMC                     WELLS FARGO CTS  BART 2002-11
708     Q81     EMC                     WELLS FARGO CTS  BART 2002-11
472     Q82     EMC                     WELLS FARGO CTS  2002-90 FNMA
685     Q82     EMC                     WELLS FARGO CTS  FNMA 2002-90
591     Q94     EMC                     WELLS FARGO CTS  BSARM 2002-12
708     Q94     EMC                     WELLS FARGO CTS  BSARM 2002-12
106     V51     EMC SUB BSABS           WELLS FARGO CTS  BSABS 2005-SD3
                2005-SD3
106     V52     EMC SUB BSABS           WELLS FARGO CTS  BSABS 2005-SD4
                2005-SD4
106     Y24     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-10
                BSALTA 2004-10
106     Y25     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-11
                BSALTA 2004-11
106     Y26     EMC PMSR                WELLS FARGO CTS  BSABS 2002-AC1
                BSABS 2002-AC1
106     Y32     EMC PMSR                WELLS FARGO CTS  BSABS 2003-AC3
                BSABS 2003-AC3
106     Y33     EMC PMSR                WELLS FARGO CTS  BSABS 2003-AC4
                BSABS 2003-AC4
106     Y34     EMC PMSR                WELLS FARGO CTS  BSABS 2003-AC5
                BSABS 2003-AC5
106     Y35     EMC PMSR                WELLS FARGO CTS  BSABS 2003-AC6
                BSABS 2003-AC6
106     Y36     EMC PMSR                WELLS FARGO CTS  BSABS 2003-AC7
                BSABS 2003-AC7
106     Y37     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC1
                BSABS 2004-AC1
106     Y38     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC2
                BSABS 2004-AC2
106     Y39     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC3
                BSABS 2004-AC3
106     Y40     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC4
                BSABS 2004-AC4
106     Y41     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC5
                BSABS 2004-AC5
106     Y42     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC6
                BSABS 2004-AC6
106     Y43     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC7
                BSABS 2004-AC7
106     Y44     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC1
                BSABS 2005-AC1


(page)


106     Y45     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC2
                BSABS 2005-AC2
106     Y46     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC3
                BSABS 2005-AC3
106     Y47     EMC PMSR                WELLS FARGO CTS  PRIME 2003-2
                PRIME 2003-2
106     Y48     EMC PMSR                WELLS FARGO CTS  PRIME 2003-3
                PRIME 2003-3
106     Y49     EMC PMSR                WELLS FARGO CTS  PRIME 2004-1
                PRIME 2004-1
106     Y50     EMC PMSR                WELLS FARGO CTS  PRIME 2005-1
                PRIME 2005-1
106     Y53     EMC PMSR                WELLS FARGO CTS  PRIME 2005-2
                PRIME 2005-2
106     Y64     EMC PMSR                WELLS FARGO CTS  BSABS 2003-AC4
                BSABS 2003-AC4
106     Y65     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC4
                BSABS 2004-AC4
106     Y66     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC1
                BSABS 2005-AC1
106     Y68     EMC PMSR                WELLS FARGO CTS  PRIME 2005-5
                PRIME 2005-5
106     Y69     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC1
                BSABS 2006-AC1
106     Y70     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC2
                BSABS 2006-AC2
106     Y72     EMC PMSR                WELLS FARGO CTS  BSABS 2004-AC4
                BSABS 2004-AC4
106     Y74     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-03
                BSALTA 2004-03
106     Y75     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-04
                BSALTA 2004-04
106     Y76     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-06
                BSALTA 2004-06
106     Y77     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-08
                BSALTA 2004-08
106     Y78     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-09
                BSALTA 2004-09
106     Y79     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-12
                BSALTA 2004-12
106     Y80     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-02
                BSALTA 2005-02
106     Y81     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-03
                BSALTA 2005-03
106     Y84     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-07
                BSALTA 2004-07
106     Y85     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-04
                BSALTA 2005-04
106     Y86     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-05
                BSALTA 2005-05
106     Y87     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC4
                BSABS 2005-AC4


(page)


106     Y88     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC5
                BSABS 2005-AC5
106     Y89     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-07
                BSALTA 2005-07
106     Y91     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC6
                BSABS 2005-AC6
106     Y92     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-08
                BSALTA 2005-08
106     Y93     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC7
                BSABS 2005-AC7
106     Y94     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-09
                BSALTA 2005-09
106     Y96     EMC PMSR                WELLS FARGO CTS  PRIME 2005-4GRP
                PRIME 2005-
                4GRP
106     Y97     EMC PMSR                WELLS FARGO CTS  LUMINENT 2005-1
106     Y98     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC8
                BSABS 2005-AC8
106     Y99     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC9
                BSABS 2005-AC9
106     ZO1     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-10
                BSALTA 2005-10
106     Z02     EMC PMSR                WELLS FARGO CTS  BSALTA 2006-01
                BSALTA 2006-01
106     Z03     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-08
                BSALTA 2004-08
106     Z04     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-04
                BSALTA 2005-04
106     Z05     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-04
                BSALTA 2005-04
106     Z06     EMC PMSR                WELLS FARGO CTS  BSARM 2005-3
                BSARM 2005-3
106     Z07     EMC PMSR                WELLS FARGO CTS  BSARM 2005-4
                BSARM 2005-4
106     Z08     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-5
                BSALTA 2005-5
106     Z09     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-7
                BSALTA 2005-7
106     Z10     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-7
                BSALTA 2005-7
106     Z11     EMC PMSR                WELLS FARGO CTS  BSARM 2005-7
                BSARM 2005-7
106     Z12     EMC PMSR                WELLS FARGO CTS  BSARM 2005-6
                BSARM 2005-6
106     Z13     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-8
                BSALTA 2005-8
106     Z14     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-9
                BSALTA 2005-9
106     Z15     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-9
                BSALTA 2005-9
106     Z16     EMC PMSR                WELLS FARGO CTS  BSARM 2005-12
                BSARM 2005-12


(page)


106     Z17     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-02
                BSALTA 2005-02
106     Z18     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-5
                BSALTA 2005-5
106     Z22     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-3
                BSALTA 2004-3
106     Z23     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-4
                BSALTA 2004-4
106     Z24     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-5
                BSALTA 2004-5
106     Z25     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-6
                BSALTA 2004-6
106     Z26     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-7
                BSALTA 2004-7
106     Z27     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-8
                BSALTA 2004-8
106     Z28     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-9
                BSALTA 2004-9
106     Z29     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-10
                BSALTA 2004-10
106     Z30     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-11
                BSALTA 2004-11
106     Z31     EMC PMSR                WELLS FARGO CTS  BSARM 2004-8
                BSARM 2004-8
106     Z32     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-12
                BSALTA 2004-12
106     Z33     EMC PMSR                WELLS FARGO CTS  BSARM 2004-12
                BSARM 2004-12
106     Z34     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-02
                BSALTA 2005-02
106     Z35     EMC PMSR                WELLS FARGO CTS  BSARM 2005-1
                BSARM 2005-1
106     Z36     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-3
                BSALTA 2005-3
106     Z37     EMC PMSR                WELLS FARGO CTS  BSALTA 2006-2
                BSALTA 2006-2
106     Z38     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC1
                BSABS 2006-AC1
106     Z39     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC3
                BSABS 2006-AC3
106     Z40     EMC PMSR                WELLS FARGO CTS  BSALTA 2006-3
                BSALTA 2006-3
106     Z44     EMC PMSR                WELLS FARGO CTS  BSALTA 2005-8
                BSALTA 2005-8
106     Z46     EMC PMSR                WELLS FARGO CTS  PRIME 2006-1
                PRIME 2006-1
106     Z47     EMC PMSR                WELLS FARGO CTS  BSABS 2006-SD2
                BSABS 2006-SD2
106     Z50     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-11
                BSALTA 2004-11
106     Z51     EMC PMSR                WELLS FARGO CTS  BSALTA 2004-12
                BSALTA 2004-12


(page)


106     Z52     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC2
                BSABS 2006-AC2
106     Z53     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC4
                BSABS 2006-AC4
106     Z54     EMC PMSR BSMF           WELLS FARGO CTS  BSMF 2006-AC1
                2006-AC1
106     Z55     EMC PMSR                WELLS FARGO CTS  BSABS 2005-AC9
                BSABS 2005-AC9
106     Z56     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC1
                BSABS 2006-AC1
106     Z57     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC2
                BSABS 2006-AC2
106     Z58     EMC PMSR                WELLS FARGO CTS  BSALTA 2006-7a
                BSALTA 2006-7a
106     Z59     EMC PMSR                WELLS FARGO CTS  BSABS 2006-AC3
                BSABS 2006-AC3
106     Z60     EMC PMSR                WELLS FARGO CTS  PRIME 2005-2
                PRIME 2005-2
106     Z61     EMC PMSR                WELLS FARGO CTS  PRIME 2005-5
                PRIME 2005-5
106     Z62     EMC PMSR                WELLS FARGO CTS  PRIME 2006-1
                PRIME 2006-1


(page


708     F32     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2004-14
472     440     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2006-RP2
472     B70     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2006-AR2
591     822     GOLDMAN SACHS                   WELLS FARGO CTS   GSRPM 2006-16
591     L18     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR2
591     L66     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR4
685     440     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2006-RP2
685     L02     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2005-RP1
708     395     GOLDMAN SACHS                   WELLS FARGO CTS   GSAA 2006-14
708     440     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2006-RP2
708     822     GOLDMAN SACHS                   WELLS FARGO CTS   GSRPM 2006-16
708     B07     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2006-AR1
708     B70     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR2
708     K42     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR1
708     L02     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2005-RP1
708     L18     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR2
708     L34     GOLDMAN SACHS                   WELLS FARGO CTS   GSAA 2005-5
708     L64     GOLDMAN SACHS                   WELLS FARGO CTS   GSAA 2005-7
708     L66     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR4
106     G03     GOLDMAN PMSR GSAA 2006-1        WELLS FARGO CTS   GSAA 2005-9
106     G07     GOLDMAN PMSR GSR 2005-9F        WELLS FARGO CTS   GSR 2005-8F
106     G08     GOLDMAN PMSR GSR 2005-AR        WELLS FARGO CTS   GSR 2005-9F
106     G09     GOLDMAN PMSR GSR 2005AR5        WELLS FARGO CTS   GSR 2005-AR3
106     G11     GOLDMAN PMSR GSAA 200512        WELLS FARGO CTS   GSAA 2005-11
106     G13     GOLDMAN PMSR GSAA 2005-6        WELLS FARGO CTS   GSAA 2005-14
106     G14     GOLDMAN PMSR GSAA 2005-9        WELLS FARGO CTS   GSAA 2005-6
106     G15     GOLDMAN PMSR GSAA 200615        WELLS FARGO CTS   GSAA 2006-13
708     461     GOLDMAN SACHS                   WELLS FARGO CTS   GSAA 2006-16
708     840     GOLDMAN SACHS                   WELLS FARGO CTS   GSAA 2006-18
472     J11     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2003-02
472     J18     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2003-03
472     J62     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2004-1
472     K42     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR1
472     L02     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2005-RP1
472     P48     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2003-1
685     403     GOLDMAN SACHS                   WELLS FARGO CTS   RMSC 1994-7 TRUST
                                                                  COLLAPS
685     J11     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2003-02
685     J18     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2003-03
685     J62     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2004-1
708     J62     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2004-1
708     M31     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR7
708     M57     GOLDMAN SACHS                   WELLS FARGO CTS   GSR 2005-AR5
708     M92     GOLDMAN SACHS                   WELLS FARGO CTS   GSAA 2005-12
936     J80     GOLDMAN SACHS GMPS 2003-2       WELLS FARGO CTS   GSAMPS 2003-2
936     J81     GOLDMAN SACHS MTGE CO           WELLS FARGO CTS   GSAMPS 2003-3
936     J82     GOLDMAN SACH GSMPS2004-01       WELLS FARGO CTS   GSMPS 2004-1
936     J83     GOLDMAN SACHS GSMPS2004-3       WELLS FARGO CTS   GSMPS 2004-3
708     J11     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2003-02
708     J18     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2003-03
685     P48     GOLDMAN SACHS                   WELLS FARGO CTS   GSMPS 2003-1


(page)


106     U06     GREENWICH PMSR SOUNDVIEW        WF MASTER SERVICING     SOUNDVIEW 2006-NLC1
708     M79     GREENWICH                       WFB MASTER SERVICING    RBSGC 2005-A S/S #RB06


(page)


106     202     HSBC PMSR FFML 2006-FF11        WF MASTER SERVICING     FFML 2006-FF11
106     203     HSBC PMSR HASCO 2006 HE1        WF MASTER SERVICING     HASCO 2006 HE1


(page)


106     265     UBS SUB FROM HUD 601#2      UBS             *
106     909     UBS PMSR GMAC WHOLE LNS     UBS             UBS GMAC WHOLE LOANS
106     915     UBS PMSR WHOLE LOANS        UBS             UBS WHOLE LOAN
472     H00     UBS                         UBS             MMSTR 2004-1 AAR
591     H00     UBS                         UBS             MMSTR 2004-1 AAR
685     H00     UBS                         UBS             MMSTR 2004-1 AAR
708     H00     UBS                         UBS             MMSTR 2004-1 AAR
591     H02     UBS                         UBS             MASTR 2006-1
591     H03     UBS                         UBS             *
472     K32     UBS                         UBS             FANNIE MAE 2004-W14
685     K32     UBS                         UBS             FANNIE MAE 2004-W14
708     K32     UBS                         UBS             FANNIE MAE 2004-W14
472     L09     UBS                         UBS             MARP 2005-1
685     L09     UBS                         UBS             MARP 2005-1
708     L09     UBS                         UBS             MARP 2005-1
708     M99     UBS                         UBS             UBS
106     Q50     UBS SUB MASC 2004-2         UBS             MASD 2004-2
106     Q51     UBS SUB MASTR SLT 2005-1    UBS             UBS MASTR SLT 2005-1
106     Q52     UBS SUB MASD 2005-2         UBS             MASD 2005-2
106     Q53     UBS SUB MASD 2005-3         UBS             MASD 2005-3
106     Q54     UBS SUB MASD 2006-1         UBS             MASD 2006-1
106     Q55     UBS SUB MASD 2006-2         UBS             MASD 2006-2
106     Q56     UBS SUB MASD 2006-3         UBS             MASD 2006-3
708     U04     UBS BANK                    UBS BANK        UBS BANK
708     426     UBS WARBURG                 UBS WARBURG     *
708     L76     UBS WARBURG                 UBS WARBURG     WFMR 2005-M06
472     P68     UBS WARBURG                 UBS WARBURG     WFHM CONFORMING


(page)


106     726     LEHMAN PMSR SASCO 2006BC        WELLS FARGO MASTER SERV  SASCO 2006-BC3
106     729     LEHMAN PMSR SASCO 06-BC5        WELLS FARGO MASTER SERV  SASCO 2006-BC5
106     731     LEHMAN PMSR SASCO 06-BC4        WELLS FARGO MASTER SERV  SASCO 2006-BC4
106     K13     LEHMAN SUB SASCO 2006-BC5       WELLS FARGO MASTER SERV  SASCO 2006-BC5
106     K16     LEHMAN SUB SASCO 2006-BC2       WELLS FARGO MASTER SERV  SASCO 2006-BC2
106     K18     LEHMAN SUB SAIL 2006-3          WELLS FARGO MASTER SERV  SAIL 2006-3
106     K68     LEHMAN SUB 2004-7 DSI           WELLS FARGO MASTER SERV  SAIL 2004-7 DSI


(page)


708     175     MASSACHUSETTS MUTUAL            WFB MASTER SERVICING     *


(page)


591     B04     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2005-11AR
591     BO1     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2005-9AR
591     B18     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2006-3AR
591     M33     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2005-6AR
591     M58     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2005-5AR
708     BO1     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2005-9AR
708     B04     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2005-11AR
708     B18     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2006-3AR
708     B17     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2006-1AR
106     P05     MORGAN PMSR MSM 2004-6AR        WELLS FARGO CTS         MSM 2004-6AR
106     P06     MORGAN PMSR MSM 7AR             WELLS FARGO CTS         MSM 7AR
106     P07     MORGAN PMSR MSM 4               WELLS FARGO CTS         MSM 4
106     P08     MORGAN PMSR MSM 8AR             WELLS FARGO CTS         MSM 8AR
106     P09     MORGAN PMSR MSM 9               WELLS FARGO CTS         MSM 9
106     P10     MORGAN PMSR MSM 10AR            WELLS FARGO CTS         MSM 1OAR
106     P11     MORGAN PMSR MSM 11AR            WELLS FARGO CTS         MSM 11AR
106     P12     MORGAN PMSR MSM 20051FIN        WELLS FARGO CTS         MSM 20051F1N
106     P13     MORGAN PMSR MSM20052ARFIN       WELLS FARGO CTS         MSM20052ARFIN
106     P15     MORGAN PMSR MSM 2005-6AR        WELLS FARGO CTS         MSM 2005-6AR
106     P16     MORGAN PMSR MSM 2005-4          WELLS FARGO CTS         MSM 2005-4
106     P17     MORGAN PMSR MSM 2005-5AR        WELLS FARGO CTS         MSM 2005-5AR
106     P25     MORGAN PMSR MSM 2005-7          WELLS FARGO CTS         MSM 2005-7
106     P32     MORGAN PMSR MSM 2005-3AR        WELLS FARGO CTS         MSM 2005-3AR
106     P35     MORGAN PMSR MSM 2005-10         WELLS FARGO CTS         MSM 2005-10
106     P36     MORGAN PMSR MSM 2005-9AR        WELLS FARGO CTS         MSM 2005-9AR
106     P37     MORGAN PMSR MSM 2005-11AR       WELLS FARGO CTS         MSM 2005-11AR
106     P38     MORGAN PMSR MSM 2006-1AR        WELLS FARGO CTS         MSM 2006-1AR
106     P39     MORGAN PMSR MSM 2006-2AR        WELLS FARGO CTS         MSM 2006-2AR
106     P40     MORGAN PMSR MSM 2006-3AR        WELLS FARGO CTS         MSM 2006-3AR
106     P46     MORGAN PMSR MSM 2006-7          WELLS FARGO CTS         MSM 2006-7
106     P56     MORGAN PMSR MSM 2006-11         WELLS FARGO CTS         MSM 2006-11
106     P58     MORGAN PMSR MSM 2006-6AR        WELLS FARGO CTS         MSM 2006-6AR
106     P59     MORGAN PMSR MSM 2006-8AR        WELLS FARGO CTS         MSM 2006-8AR
106     P62     MORGAN PMSR MSM 2006-9AR        WELLS FARGO CTS         MSM 2006-9AR
106     P63     MORGAN PMSR MSM 2006-2          WELLS FARGO CTS         MSM 2006-2
708     J63     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2004-2AR
708     M33     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2005-6AR
708     M58     MORGAN STANLEY                  WELLS FARGO CTS         MSM 2005-5AR
472     B08     MORGAN STANLEY                  WELLS FARGO CTS         *
708     389     MORGAN STANLEY                  WILSHIRE FHA LOAN       ATTN ROSS LEVINE


(page)


106     V0l     SOCIETE GEN PMSR WHOLE          WELLS FARGO CTS         SOC GEN WHOLE LN
106     V03     SOCIETE GEN PMSR                WELLS FARGO CTS         SGMS 2006-FRE2


(page)


106    H62      SOPAC 1998-1        Wells Fargo CTS      SOPAC 98-1
106    H63      SOPAC 1998-2        Wells Fargo CTS      SOPAC 98-2


(page)


591     H76-001     THORNBURG       WFB MASTER SERVICING    TMST 2002-2
591     H76-002     THORNBURG       WFB MASTER SERVICING    WFHM 2002-W46
591     H76-003     THORNBURG       WFB MASTER SERVICING    WFHM 2002-W53
591     H76-004     THORNBURG       WFB MASTER SERVICING    WFHM 2002-W52
591     J73         THORNBURG       WFB MASTER SERVICING    THORNBURG 2004-1
591     P43         THORNBURG       WFB MASTER SERVICING    TMST 2003-2
708     382         THORNBURG       WFB MASTER SERVICING    TMST 2006-4
708     390         THORNBURG       WFB MASTER SERVICING    TMST 2006-5
708     B09-001     THORNBURG       WFB MASTER SERVICING    BOA SALE
708     B09-002     THORNBURG       WFB MASTER SERVICING    TMST 2006-1
708     B60         THORNBURG       WFB MASTER SERVICING    TMST 2005-4
708     J73         THORNBURG       WFB MASTER SERVICING    THORNBURG 2004-1
708     L68         THORNBURG       WFB MASTER SERVICING    EMC TRNSF HORNBURG 2005-2
708     M84         THORNBURG       WFB MASTER SERVICING    TMST 2005-3
708     M84-001     THORNBURG       WFB MASTER SERVICING    WELLS 2005-20/LEHMAN SALE
708     P16         THORNBURG       WFB MASTER SERVICING    WFHM 2003-W06
708     P43         THORNBURG       WFB MASTER SERVICING    TMST 2003-2


(page)


708     H06     UBS WARBURG               WFB MASTER SERVICING    *
472     J15     UBS WARBURG               WFB MASTER SERVICING    SEE CAT
685     J15     UBS WARBURG               WFB MASTER SERVICING    *
472     M59     UBS WARBURG               WFB MASTER SERVICING    MARP 2005-2
685     M59     UBS WARBURG               WFB MASTER SERVICING    MARP 2005-2
472     H04     UBS WARBURG               WFB MASTER SERVICING    *
106     904     UBS PMSR MAST2005-2       WFB MASTER SERVICING    MAST 2005-2
106     905     UBS PMSR MABS05-AB1       WFB MASTER SERVICING    MABS 05-AB1
106     908     UBS PMSR MALT2005-5       WFB MASTER SERVICING    MALT2005-5
106     910     UBS PMSR MALT2005-3       WFB MASTER SERVICING    MALT2005-3
106     911     UBS PMSR MALT2005-4       WFB MASTER SERVICING    MALT2005-4
106     913     UBS PMSR MAST2005-6       WFB MASTER SERVICING    MASTR 05-6
106     919     UBS PMSR MALT 2006-1      WFB MASTER SERVICING    MALT 2006-1
106     920     UBS PMSR MABS 06-AB1      WFB MASTER SERVICING    MABS06-AB1
106     921     UBS PMSR MABS 2006-NC1    WFB MASTER SERVICING    MABS 2006-NC1
106     922     UBS PMSR MASTR 2006-HE1   WFB MASTER SERVICING    MASTR 2006-HE1
106     923     UBS PMSR MAST 2006-1      WFB MASTER SERVICING    MAST 2006-1
106     924     UBS PMSR MASTR 2006-2     WFB MASTER SERVICING    MASTR 2006-2
106     931     UBS PMSR MABS 2006-HE4    WFB MASTER SERVICING    MABS 2006-HE4
708     H02     UBS WARBURG               WFB MASTER SERVICING    *
708     H03     UBS WARBURG               WFB MASTER SERVICING    *
591     H04     UBS WARBURG               WFB MASTER SERVICING    *
708     H04     UBS WARBURG               WFB MASTER SERVICING    *
708     H05     UBS WARBURG               WFB MASTER SERVICING    *
708     J15     UBS WARBURG               WFB MASTER SERVICING    *
591     J90     UBS WARBURG               WFB MASTER SERVICING    OPTRED 04-2004
708     J90     UBS WARBURG               WFB MASTER SERVICING    *
708     M32     UBS                       WFB MASTER SERVICING    MABS 2005-AB1
708     M59     UBS                       WFB MASTER SERVICING    MARP 2005-2
708     M71     UBS                       WFB MASTER SERVICING    MASTR 2005-WF1 S/S#U219
591     Q27     UBS WARBURG               WFB MASTER SERVICING    MARM 2002-3
591     Q32     UBS WARBURG               WFB MASTER SERVICING    WFHM 2002-S01
591     P23     UBS WARBURG               WFB MASTER SERVICING    MSSTR 2003-1
708     P23     UBS WARBURG               WFB MASTER SERVICING    MSSTR 2003-1


(page)


                WACHOVIA        WELLS FARGO CTS   *
                NATIONAL
685     D61     BANK
708     280     WACHOVIA        WELLS FARGO CTS   *
</TABLE>





EX-35 (c)
(logo) WELLS FARGO

Corporate Trust Services
MAC N2702-011
9062 Old Annapolis Road
Columbia, MD 21045
410 884-2000
410 715-2380 Fax

Wells Fargo Bank, N.A.

March 12, 2007

Bear Stearns Asset Backed Securities I LLC
245 Park Avenue
4th Floor
New York, NY 10167

RE: Annual Statement As To Compliance for Bear Stearns ARM Trust 2006-1

Per Section 3.15 of the Sale and Servicing Agreement, dated as of 2/28/2006, the
undersigned Officer of Wells Fargo Bank, N.A., (Master Servicer), hereby
certifies the following for the 2006 calendar year or portion thereof:

(i)  a review of the activities of each such party during the preceding calendar
     year and of its performance under this Agreement or other applicable
     servicing agreement has been made under such officer's supervision and

(ii) to the best of such officer's knowledge, based on such review, such party
     has fulfilled all of its obligations under this Agreement or other
     applicable servicing agreement in all material respects throughout such
     year, or, if there has been a failure to fulfill any such obligation in any
     material respect, specifying each such failure known to such officer and
     the nature and status of the cure provisions thereof.




Certified By:
/s/ Kristen Ann Cronin
Kristen Ann Cronin, Vice President

Certified By:
/s/ Gordon Johnson
Gordon Johnson, Assistant Secretary





EX-35 (d)
(logo) WELLS FARGO

Corporate Trust Services
MAC N2702-011
9062 Old Annapolis Road
Columbia, MD 21045
410 884-2000
410 715-2380 Fax

Wells Fargo Bank, N.A.

March 12, 2007

Bear Stearns Asset Backed Securities I LLC
245 Park Avenue
4th Floor
New York, NY 10167

RE: Annual Statement As To Compliance for Bear Stearns ARM Trust 2006-1

Per Section 3.15 of the Sale and Servicing Agreement, dated as of 2/28/2006, the
undersigned Officer of Wells Fargo Bank, N.A., (Securities Administrator),
hereby certifies the following for the 2006 calendar year or portion thereof:

(i)  a review of the activities of each such party during the preceding calendar
     year and of its performance under this Agreement or other applicable
     servicing agreement has been made under such officer's supervision and

(ii) to the best of such officer's knowledge, based on such review, such party
     has fulfilled all of its obligations under this Agreement or other
     applicable servicing agreement in all material respects throughout such
     year, or, if there has been a failure to fulfill any such obligation in any
     material respect, specifying each such failure known to such officer and
     the nature and status of the cure provisions thereof.




Certified By:
/s/ Kristen Ann Cronin
Kristen Ann Cronin, Vice President

Certified By:
/s/ Gordon Johnson
Gordon Johnson, Assistant Secretary




Ex. 99


                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

     THIS  ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "Assignment and
Assumption  Agreement"),  dated  as  of  February  28,  2006, among EMC Mortgage
Corporation,  a  Delaware  corporation  (the "Assignor"), Bear Stearns ARM Trust
2006-1,  as  issuer (the "Assignee"), Wells Fargo Bank, N.A. (the "Company") and
CS  OT  I  LLC,  as  seller  (the  "Seller").

     Whereas  the  Assignor purchased certain mortgage loans listed on Exhibit A
                                                                       ---------
attached hereto (the "Mortgage Loans") from the Company pursuant to that certain
Amended  and  Restated  Master  Mortgage  Loan  Purchase  Agreement  dated as of
November  1,  2005  (the "Mortgage Loan Purchase Agreement"), by and between the
Company and the Assignor, and those certain Assignment and Conveyance Agreements
dated  as of November 29, 2005 and February 27, 2006 between the Company and the
Assignor  (the  "Assignment  and  Conveyance  Agreements");  and

     Whereas  the Assignor and the Company entered into that certain Amended and
Restated Master Seller's Warranties and Servicing Agreement dated as of November
1,  2005  (the  "Warranties  and  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
now  serviced  by  the  Company  for the Assignor and its successors and assigns
pursuant to the Warranties and Servicing Agreement shall be subject to the terms
of  this Assignment and Assumption Agreement.  Capitalized terms used herein but
not otherwise defined shall have the meanings assigned to them in the Warranties
and  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  Mortgage  Loans  and  (b) the Warranties and Servicing
Agreement  with  respect  to  the  Mortgage  Loans;  provided, however, that the
Assignor  is not assigning to the Assignee any of its right, title and interest,
to and under the Warranties and Servicing Agreement with respect to any mortgage
loan  other  than the Mortgage Loans listed on Exhibit A. 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 Warranties and Servicing
Agreement  or  otherwise  relating  to  the  transaction  contemplated  herein
(including,  but  not  limited  to,  any  obligation to indemnify the Assignee).

     To  the  extent  the Assignor fails to cure, repurchase or substitute for a
Mortgage  Loan  or  indemnify  the  Assignee  for any representation or warranty
assigned  or  made  by  the  Assignor,  the  Company  shall  cure, repurchase or
substitute for a Mortgage Loan or indemnify the Assignee, but only to the extent
that  the  Company  has  agreed to indemnify the Assignor under the terms of the
Warranties  and  Servicing  Agreement,  as  amended.

Representations  Warranties  and  Covenants
-------------------------------------------

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

          (a)  Attached  hereto  as Exhibit  B  are  true and accurate copies of
                                    ----------
               the  Warranties  and  Servicing  Agreement  and  Assignment  and
               Conveyance  Agreements,  which  agreements  are in full force and
               effect as of the date hereof and the provisions of which have not
               been  waived, further amended or modified in any respect, nor has
               any  notice  of  termination  been  given  thereunder;

          (b)  The  Assignor  is  the  lawful  owner  of the Mortgage Loans with
               full  right  to  transfer  the  Mortgage Loans and any and all of
               its  interests,  rights  and obligations under the Warranties and
               Servicing  Agreement  as  they relate to the Mortgage Loans, free
               and  clear from any and all claims and encumbrances; and upon the
               transfer  of  the  Mortgage Loans to the Assignee as contemplated
               herein, Assignee shall have good title to each and every Mortgage
               Loan,  as well as any and all of the Assignee's interests, rights
               and  obligations  under the Warranties and Servicing Agreement as
               they  relate to the Mortgage 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  Mortgage  Loans  or the
               Warranties  and  Servicing  Agreement;

          (d)  The  Assignor  has  no  knowledge of, and has not received notice
               of,  any  waivers  under,  or  any  modification of, any Mortgage
               Loan;

          (e)  The  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  Mortgage  Loans;

          (f)  The Assignor has full corporate power and  authority  to execute,
               deliver  and  perform  its  obligations  under  this  Assignment
               and  Assumption Agreement, and to consummate the transactions set
               forth  herein.  The consummation of the transactions contemplated
               by  this  Assignment  and Assumption Agreement is in the ordinary
               course  of the Assignor's business and will not conflict with, or
               result in a breach of, any of the terms, conditions or provisions
               of the Assignor's charter or by-laws or any legal restriction, or
               any material agreement or instrument to which the 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  the  Assignor  of this Assignment and Assumption
               Agreement  and  the  consummation  by  it  of  the  transactions
               contemplated  hereby,  have been duly authorized by all necessary
               corporate  action  on  part  of the Assignor. This Assignment and
               Assumption  Agreement has been duly executed and delivered by the
               Assignor  and, upon the due authorization, execution and delivery
               by  the  Assignee  and the Company, will constitute the valid and
               legally  binding  obligation  of the Assignor enforceable against
               the  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 the Assignor in connection
               with  the  execution,  delivery or performance by the Assignor of
               this  Assignment and Assumption Agreement, or the consummation by
               it  of the transactions contemplated hereby. Neither the Assignor
               nor  anyone  acting  on  its  behalf  has  offered,  transferred,
               pledged,  sold or otherwise disposed of the Mortgage Loans or any
               interest  in the Mortgage Loans, or solicited any offer to buy or
               accept  a  transfer,  pledge or other disposition of the Mortgage
               Loans,  or  any  interest  in  the  Mortgage  Loans  or otherwise
               approached  or  negotiated with respect to the Mortgage Loans, or
               any interest in the Mortgage 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  Mortgage  Loans  under  the
               Securities  Act  of  1933,  as  amended (the "1933 Act") or which
               would render the disposition of the Mortgage Loans a violation of
               Section  5  of  the  1933  Act  or  require registration pursuant
               thereto;  and

          (h)  The  Assignor has received from the Company, and has delivered to
               the  Assignee,  all  documents  required  to  be delivered to the
               Assignor  by the Company prior to the date hereof pursuant to the
               Warranties  and  Servicing Agreement with respect to the Mortgage
               Loans  and  has  not  received,  and  has  not requested from the
               Company,  any  additional  documents.

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

          (a)  The  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  Mortgage  Loans on behalf of the holders of Bear Stearns ARM
               Trust  2006-1,  Mortgage-Backed  Notes,  Series  2006-1;

          (b)  The  Assignee has full corporate power and authority  to execute,
               deliver  and  perform  under  this  Assignment  and  Assumption
               Agreement,  and  to consummate the transactions set forth herein.
               The  consummation  of  the  transactions  contemplated  by  this
               Assignment  and Assumption Agreement is in the ordinary course of
               the  Assignee's business and will not conflict with, or result in
               a  breach  of,  any of the terms, conditions or provisions of the
               Assignee's  charter  or  by-laws or any legal restriction, or any
               material  agreement  or instrument to which the 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 the
               Assignee  or its property is subject. The execution, delivery and
               performance  by  the  Assignee  of this Assignment and Assumption
               Agreement  and  the  consummation  by  it  of  the  transactions
               contemplated  hereby,  have been duly authorized by all necessary
               corporate  action  on  part  of the Assignee. This Assignment and
               Assumption  Agreement has been duly executed and delivered by the
               Assignee  and, upon the due authorization, execution and delivery
               by  the  Assignor  and the Company, will constitute the valid and
               legally  binding  obligation  of Assignee enforceable against the
               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 the Assignee in connection
               with  the  execution,  delivery or performance by the Assignee of
               this  Assignment and Assumption Agreement, or the consummation by
               it  of  the  transactions  contemplated  hereby;  and

          (d)  The  Assignee  assumes  all  of the rights of the Purchaser under
               the  Warranties  and  Servicing  Agreement  with  respect  to the
               Mortgage Loans other than the right to enforce the obligations of
               the  Company  under  the  Warranties  and  Servicing  Agreement.

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

          (a)  Attached  hereto  as  Exhibit  B  are true and accurate copies of
                                     ----------
               the  Warranties  and  Servicing  Agreement  and  Assignment  and
               Conveyance  Agreements,  which  agreements  are in full force and
               effect as of the date hereof and the provisions of which have not
               been  waived, further amended or modified in any respect, nor has
               any  notice  of  termination  been  given  thereunder;

          (b)  The  Company  is  a  national banking association duly organized,
               validly  existing  and  in  good  standing  under the laws of the
               United  States,  and  has  all  requisite  power and authority to
               service  the  Mortgage  Loans  and  otherwise  to  perform  its
               obligations  under  the  Warranties  and  Servicing  Agreement;

          (c)  The  Company  has  full  power  and authority to execute, deliver
               and  perform  its  obligations  under  this  Assignment  and
               Assumption  Agreement,  and  to  consummate  the transactions set
               forth  herein.  The consummation of the transactions contemplated
               by  this  Assignment  and Assumption Agreement is in the ordinary
               course  of  the Company's business and will not conflict with, or
               result in a breach of, any of the terms, conditions or provisions
               of  the Company's charter or by-laws or any legal restriction, or
               any  material agreement or instrument to which the 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 the
               Company  or  its property is subject. The execution, delivery and
               performance  by  the  Company  of  this Assignment and Assumption
               Agreement  and  the  consummation  by  it  of  the  transactions
               contemplated  hereby,  have been duly authorized by all necessary
               action  on  part  of  the Company. This Assignment and Assumption
               Agreement  has  been  duly executed and delivered by the 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 the Company in
               accordance with its terms except as enforceability may be limited
               by  the  effect  of  insolvency, liquidation, conservatorship and
               other  similar laws administered by the Federal Deposit Insurance
               Corporation  affecting the enforcement of contract obligations of
               insured  banks  and  subject  to  the application of the rules of
               equity;

          (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 the Company in connection with
               the  execution,  delivery  or  performance by the Company of this
               Assignment and Assumption 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  Warranties  and  Servicing  Agreement  in
               favor of the Assignee with respect to the Mortgage Loans separate
               from  the  Custodial  Account  and  Escrow  Account  previously
               established under the Warranties and Servicing Agreement in favor
               of  Assignor;  and

          (f)  Pursuant  to  Section  9.01  of  the  Warranties  and  Servicing
               Agreement,  the  Company  hereby  restates  the  representations
               and  warranties  set forth in Sections 3.01 of the Warranties and
               Servicing  Agreement  with  respect to the Company as of the date
               hereof.

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 Assignment and Assumption Agreement or the breach of
any  covenant  or  condition  contained  herein.

     In  addition,  Company  hereby  acknowledges  that  from and after the date
hereof,  the  Mortgage Loans will be subject to the Sale and Servicing Agreement
(the  "Sale  and  Servicing  Agreement"),  dated as of February 28, 2006, by and
among  the  Seller,  the  Assignee, U.S. Bank National Association, as indenture
trustee  (the  "Indenture  Trustee"), Bear Stearns Asset Backed Securities I LLC
("BSABS  I")  and  Wells Fargo Bank, N.A., as master servicer (in such capacity,
the  "Master  Servicer")  and  securities  administrator  (in such capacity, the
"Securities  Administrator").  Pursuant to the Sale and Servicing Agreement, the
Master  Servicer  has  the  right  to  monitor  the Company's performance of its
servicing  obligations under the Warranties and Servicing Agreement.  Such right
will  include, without limitation, the right to receive all remittances required
to  be  made  by  the  Company under the Warranties and Servicing Agreement, the
right  to receive all monthly reports and other data required to be delivered by
the  Company  under the Warranties and 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  hereby  acknowledges  that  the Master Servicer shall be
obligated  to  notify  the  Assignee  in  accordance with the Sale and Servicing
Agreement  upon  the  discovery  of  an  event  of default by the Company of its
obligations  under the Warranties and Servicing Agreement and the Assignee shall
have  the  right  to  terminate the Company as servicer under the Warranties and
Servicing  Agreement  upon  the  occurrence  of  such  an event of default.  The
Company  shall  make  all  distributions  under  the  Warranties  and  Servicing
Agreement to the Master Servicer by wire transfer of immediately available funds
to:

          Bear Stearns BART 2006-1 Master Servicer Collection Account
          Wells Fargo Bank, N.A.
          ABA# 121000248
          Account Name: SAS Clearing
          Account # 3970771416
          For Further Credit to: BART 2006-1, Account # 50901000

and  the  Company  shall deliver all reports required to be delievered under the
Warranties  and  Servicing  Agreement  to  the  Master  Servicer  at:

          Wells Fargo Bank, N.A.
          9062 Old Annapolis Road
          Columbia, Maryland 21045
          Attention: Client Manager BART 2006-1
          Telecopy No.: (410) 715-2380

     It  is  expressly understood and agreed by the parties hereto that (a) this
Assignment  and  Assumption  Agreement  is  executed and delivered by Wilmington
Trust  Company,  not  individually  or personally but solely as owner trustee of
Bear  Stearns  ARM Trust 2006-1 (the "Trust"), in the exercise of the powers and
authority  conferred  and  vested  in  it  under  the Amended and Restated Trust
Agreement, dated as of February 28, 2006, by and among Wilmington Trust Company,
as  owner  trustee  (the  "Owner  Trustee"),  BSABS  I  and  the  Securities
Administrator,  (b)  each  of  the  representations, undertakings and agreements
herein  made  on  the  part  of  the  Trust is made and intended not as personal
representations,  undertakings  and  agreements by the Owner Trustee but is made
and  intended  for  the  purpose  of  binding  only  the  Trust and (c) under no
circumstances  shall  the  Owner Trustee be personally liable for the payment of
any indebtedness or expenses of the Trust or be liable for the breach or failure
of  any  obligation,  representation, warranty or covenant made or undertaken by
the  Trust  under  this  Assignment  and  Assumption  Agreement.

Recognition  of  Assignee
-------------------------

6.     From and after the date hereof, Company shall recognize Assignee as owner
of  the  Mortgage  Loans, and will service the Mortgage Loans in accordance with
the  Warranties and Servicing Agreement (as modified herein), the terms of which
are incorporated herein by reference.   The Company acknowledges and consents to
(i)  the  assignment  by  the  Assignor to the Assignee of all of the Assignor's
rights  against  the  Company pursuant to the Warranties and Servicing Agreement
and  to  the  enforcement or exercise of any right or remedy against the Company
pursuant  to  the Warranties and Servicing Agreement as assigned by the Assignor
and  (ii) the assignment by the Assignee to the Indenture Trustee of such rights
and  to  the  enforcement  or  exercise  of any right or remedy by the Indenture
Trustee,  or  the  Master  Servicer  acting  pursuant  to the Sale and Servicing
Agreement  (as  defined  below), against the Company pursuant to this Assignment
and  Assumption  Agreement  as  assigned  by the Assignee. Such enforcement of a
right  or  remedy by the Assignee, the Master Servicer or the Indenture Trustee,
as  applicable,  shall  have the same force and effect as if the right or remedy
had  been  enforced  or  exercised  by  the  Assignor  directly.

     It  is the intention of Assignor, Company and Assignee that this Assignment
and  Assumption  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 Warranties and Servicing Agreement (except as is
specified  in  Section  7  below) which amendment, modification, waiver or other
alteration  would in any way affect the Mortgage Loans without the prior written
consent  of  Assignee.

Modification  of the  Warranties  and  Servicing Agreement
----------------------------------------------------------

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

     (a)     The  following  definitions  shall  be  added  to  Article I of the
Warranties  and  Servicing  Agreement:

     BSABS  I:  Bear  Stearns  Asset  Backed  Securities  I  LLC.
     --------

     Certificateholder:  The  holder  of The Bear Stearns ARM Trust 2006-1 Trust
     -----------------
     Certificate,  Series  2006-1.

     Indenture  Trustee:  U.S.  Bank  National Association, or its successors in
     ------------------
     interest,  or  any  successor  indenture  trustee  appointed as provided in
     the  Sale  and  Servicing  Agreement.

     Master  Servicer:  Wells  Fargo  Bank,  N.A.  or  any  successor  thereto.
     ----------------

     Nonrecoverable Advance: Any advance previously made by the Company pursuant
     ----------------------
     to  Section  5.03  or  any  Servicing  Advance  which,  in  the  good faith
     judgment  of  the Company, may not be ultimately recoverable by the Company
     from  Liquidation  Proceeds  or otherwise. The determination by the Company
     that  it  has  made  a  Nonrecoverable  Advance,  shall  be evidenced by an
     Officer's  Certificate  of  the  Company delivered to the Purchaser and the
     Master  Servicer  and  detailing  the  reasons  for  such  determination.

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

     Sale  and  Servicing Agreement:  That certain Sale and Servicing Agreement,
     ------------------------------
     dated  as  of  February  28,  2006,  among  BSABS I, the Indenture Trustee,
     the  Master  Servicer, the Securities Administrator, Bear Stearns ARM Trust
     2006-1,  as  issuing  entity  and  CS  OT  I  LLC.

     Securities Administrator: Wells Fargo Bank, N.A., or any successor thereto.
     ------------------------

     TMP  Trigger Event:  A separate transfer or retention of any Class X Notes,
     ------------------
     Class  B  Notes  or  the  owner  trust  certificate  that  would,  in  the
     opinion  of nationally recognized tax counsel (at the expense of the Person
     seeking  to  so transfer or hold), cause the issuing entity to be a taxable
     mortgage  pool  for  federal income tax purposes that is subject to federal
     income  tax  as  a  corporation.

     (b)     The  definition  of  Principal  Prepayment  in  Article  I  of  the
Warranties  and Servicing Agreement is deleted in its entirety and replaced with
the  following:

     Principal  Prepayment:  Any  payment  or  other  recovery of principal on a
     ---------------------
Mortgage  Loan which is received in advance of its scheduled Due Date, including
any  Prepayment  Charge  and  which  is not accompanied by an amount of interest
representing  scheduled interest due on any date or dates in any month or months
subsequent  to  the  month  of  prepayment.

     (c)     The  definition  of  "Qualified  Depository"  in the Warranties and
Servicing  Agreement  shall be modified by deleting the word "A-1" and replacing
it  with  the  word  "A-1+".

     (d)     The  following  sentence  is  added after the first sentence of the
first  paragraph  of  Section  4.02  of  the Warranties and Servicing Agreement:

     "The  Company,  on behalf of the Purchaser, may also, in its discretion, as
an  alternative  to  foreclosure,  sell  defaulted Mortgage Loans at fair market
value  to third-parties, if the Company reasonably believes that such sale would
maximize  proceeds  to  the Purchaser (on a present value basis) with respect to
each  such  Mortgage  Loan."

     (e)     The following is added after the third paragraph of Section 4.02 of
the  Warranties  and  Servicing  Agreement:

     Notwithstanding  anything in this Agreement to the contrary, for so long as
the  Master  Servicer has not notified the Company that the Certificateholder is
no  longer  entitled  to  the  rights  described  in  this  Section  4.02:

     (a)     The Company shall not commence foreclosure proceedings with respect
     to  a  Mortgage  Loan  unless  (i)  no  later than five Business Days prior
     to its commencement of such foreclosure proceedings, it notifies the Master
     Servicer  and the Certificateholder of its intention to do so, and (ii) the
     Certificateholder,  either  directly  or  through the Master Servicer, does
     not,  within  such  five-Business-Day  period, affirmatively object to such
     action.

     (b)     In  the  event  that  the  Company  determines  not to proceed with
     foreclosure  proceedings  with  respect  to  a  Mortgage  Loan that becomes
     60  days'  or  more  delinquent  and  the Company has determined that it is
     unable  to collect payments due under such Mortgage Loan in accordance with
     Accepted Servicing Practices, the Company shall, prior to taking any action
     with  respect  to  such Mortgage Loan, promptly provide the Master Servicer
     and  the  Certificateholder  with  notice  of  such  determination  and  a
     description of such other action as it intends to take with respect to such
     Mortgage Loan; provided, that the Company shall not be permitted to proceed
                    --------
     with  any  such  action  unless  the  Certificateholder, either directly or
     through  the Master Servicer, does not, within five Business Days following
     such  notice,  affirmatively  object  to  the  Company  taking such action.

     (c)     If  the  Certificateholder  timely  and affirmatively objects to an
     action  or  contemplated  action  of  the Company pursuant to either (a) or
     (b) above, then the Certificateholder shall instruct the Master Servicer to
     hire,  at  the  Certificateholder's  sole cost and expense, three appraisal
     firms,  selected by the Master Servicer in its sole and absolute discretion
     from the list of appraisal firms attached as Exhibit C, to compute the fair
     value  of  the  Mortgaged  Property  relating  to the related Mortgage Loan
     utilizing  the  Fannie  Mae  Form 2055 Exterior-Only Inspection Residential
     Appraisal  Report  (each  such  appraisal-firm  computation,  a "Fair Value
     Price"),  in each case (other than as set forth in (d) below) no later than
     30  days  from  the date of such Certificateholder objection. If the Master
     Servicer  shall  have  received  three Fair Value Prices by the end of such
     30-day period, then the Certificateholder shall, no later than 5 days after
     the  expiration  of such 30-day period, purchase such Mortgage Loan and the
     related Mortgaged Property at an amount equal to the sum of (i) accrued and
     unpaid  interest  on  such Mortgage Loan as of such purchase date ("Accrued
     Interest")  and  (ii)  the  highest  of  such  three  Fair  Value  Prices
     respectively  determined  by  such  appraisal  firms,  and  shall  promptly
     delivery such amount to the Company for deposit into the Custodial Account.
     All  costs  relating  to  the  computation of the related Fair Value Prices
     shall  be for the account of the Certificateholder and shall be paid by the
     Certificateholder  at  the  time  of  such  Mortgage  Loan  and the related
     Mortgaged  Property  are  purchased  by  the  Certificateholder.

     (d)     If  the  Master  Servicer  shall not have received three Fair Value
     Prices  at  the  end  of  the  30-day  period set forth in (c) above, then:

          (i)     The  Master Servicer shall obtain such three Fair Value Prices
     no  later  than  15  days  after  the  end  of  such  30-day  period.

          (ii)     If  the  Master  Servicer  shall  have only received two Fair
     Value  Prices  at  the  end  of  such  15-day  extension  period,  then the
     Master  Servicer  will  determine, in its sole and absolute discretion, the
     fair  value  of  the  Mortgaged  Property  relating  to such Mortgage Loan,
     related  Insurance  Proceeds  and  the  current  delinquency status of such
     Mortgage  Loan)  (such fair value, the "Master Servicer Fair Value Price"),
     and  the Certificateholder shall, no later than 5 days after the expiration
     of  such  15-day extension period, purchase (and deliver to the Company the
     purchase  price  for) such Mortgage Loan and the related Mortgaged Property
     at  an  amount equal to the sum of (A) Accrued Interest thereon and (B) the
     higher  of (1) the highest of such two Fair Value Prices determined by such
     appraisal  firms  and  (2)  the  Master  Servicer  Fair  Value  Price.

          (iii)     If  the  Master  Servicer  shall have received only one Fair
     Value  Price  at  the  end  of  such  15-day  extension  period,  then  the
     Master  Servicer  will  determine, in its sole and absolute discretion, the
     Master  Servicer Fair Value Price of the Mortgaged Property related to such
     Mortgage  Loan,  and:

               (A)     if  such  Master Servicer Fair Value Price is equal to or
          greater  than  the  unpaid  principal  balance of the related Mortgage
          Loan  as  of  such  date  (the  "Unpaid  Principal Balance"), then the
          Certificateholder  shall, no later than 5 days after the expiration of
          such 15-day extension period, purchase (and deliver to the Company the
          purchase  price  for)  such  Mortgage  Loan  and the related Mortgaged
          Property at an amount equal to the sum of (1) Accrued Interest thereon
          and  (2)  such  Master  Servicer  Fair  Value  Price;  and

               (B)  if  such  Master  Servicer Fair Value Price is less than the
          related  Unpaid  Principal  Balance,  then  the  Certificateholder
          shall,  no  later  than  5  days  after  the expiration of such 15-day
          extension  period,  purchase  (and deliver to the Company the purchase
          price for) such Mortgage Loan and the related Mortgaged Property at an
          amount  equal  to  the sum of (1) Accrued Interest thereon and (2) the
          related  Unpaid Principal Balance (such sum, the "Preliminary Purchase
          Price");  provided,  that  the  provisions  of  clause  (d)(iv)  shall
          thereafter  apply.

          (iv)     Following  the  payment  by  the  Certificateholder  of  the
     Preliminary  Purchase  Price,  the  Master  Servicer shall continue to hire
     appraisal firms at the Certificateholder's sole cost and expense to compute
     the  Fair  Value  Price  of the Mortgaged Property related to such Mortgage
     Loan,  and  at  such  time  as  two  such Fair Value Prices shall have been
     obtained:

               (A)  if  the  sum of (1) Accrued Interest on the related Mortgage
          Loan  and  (2)  the  higher  of (x) the highest of such two Fair Value
          Prices determined by such appraisal firms and (y) the Master Servicers
          Fair  Value  Price  of the Mortgaged Property related to such Mortgage
          Loan  (such  sum, the "Revised Fair Value Price") is greater than such
          Preliminary  Purchase  Price,  then the Master Servicer shall promptly
          notify  the Certificateholder and the Company of such calculation, and
          the  Certificateholder  shall, no later than 5 days after such notice,
          remit  to  the  Company,  for  deposit into the Custodial Account, the
          difference  between such Revised Fair Value Price and such Preliminary
          Purchase  Price;  and

               (B)  if  such  Preliminary  Purchase  Price  is greater than such
          Revised  Fair  Value  Price,  then  the Master Servicer shall promptly
          notify  the Certificateholder and the Company of such calculation, and
          the  Company  shall,  no later than 5 days after such notice, remit to
          the  Certificateholder,  from  funds  then on deposit in the Custodial
          Account,  the  difference  between such Preliminary Purchase Price and
          such  Revised  Fair  Value  Price.

     (e)  Notwithstanding anything herein to the contrary, the Certificateholder
          shall  not  be  entitled  to  any  of its rights set forth herein with
          respect  to  a  Mortgage  Loan  following its failure to purchase such
          Mortgage  Loan  and  the  related  Mortgaged  Property, at the related
          purchase price set forth in this Section 4.02 within the timeframe set
          forth in this Section 4.02 following the Certificateholder's objection
          to  an action of the Company, and the Company shall provide the Master
          Servicer  written  notice  of  such  failure.

     (f)  Any  notice,  confirmation,  instruction  or  objection  pursuant  to
          paragraphs  (a),  (b),  (c)  and  (d)  above  may  be  delivered  via
          facsimile  or other written or electronic communication as the parties
          hereto  and  the  Certificateholder  may  agree  to from time to time.

     (g)  For  the  avoidance  of  doubt,  the  Certificateholder's  rights  set
          forth  in  this  Section  4.02  are  intended  to  provide  the
          Certificateholder,  for  so  long  as  it  owns  100% of the Privately
          Offered  Notes and the Trust Certificates (each as defined in Appendix
          A of the Indenture) and has not forfeited its right under this Section
          4.02  as  set  forth in clause (e) above, with the unilateral right to
          control  foreclosure  decisions in respect of delinquent and defaulted
          Mortgage  Loans,  and  certain  exclusive  purchase  rights  so  as to
          maximize  the  recovery  value  on  delinquent  and defaulted Mortgage
          Loans.

     To  the  extent  that  the  Certificateholder  purchases  any Mortgage Loan
pursuant  to  this  Section  4.02,  the  Company  will  continue to service such
Mortgage  Loan in accordance with this Agreement.  The parties acknowledge that,
in such event, the Master Servicer will have no duty or responsibility to master
service  any  such  Mortgage  Loan."

     (f)  Article  IV  of  the  Warranties  and  Servicing  Agreement  is hereby
amended  effective  as  of  the date hereof by adding the following paragraph to
Section  4.03:

          The  Company  shall  not  waive  any Prepayment Charge 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 Charge and
     the  related  Mortgage Loan. If a Prepayment Charge is waived, but does not
     meet the standards described above, then the Company is required to pay the
     amount  of  such  waived  Prepayment Charge by remitting such amount to the
     Purchaser  by  the  Remittance  Date.

     (g)  The  following is added as Subsection 4.05(x) of the Warranties and
Servicing  Agreement:

          "(x)  to  reimburse  itself  for  any  Nonrecoverable  Advances;"

     (h)  Article  IV  of  the  Warranties  and  Servicing  Agreement  is hereby
amended  by  replacing  Section  4.25  with  the  following:

     The  Company  shall  not  hire  or  otherwise  utilize  the services of any
Subservicer  to  fulfill any of the obligations of the Company as servicer under
this  Agreement or any Reconstitution Agreement unless the Company complies with
the  provisions  of  paragraph  (a) of this Section 4.25.  The Company shall not
hire  or  otherwise  utilize  the  services  of any Subcontractor, and shall not
permit  any  Subservicer  to  hire  or  otherwise  utilize  the  services of any
Subcontractor,  to  fulfill  any  of  the obligations of the Company as servicer
under this Agreement or any Reconstitution Agreement unless the Company complies
with  the  provisions  of  paragraph  (b)  of  this  Section  4.25.

     (a)     It  shall  not  be necessary for the Company to seek the consent of
     the  Purchaser,  ANY  Master  Servicer  or any Depositor to the utilization
                      ---
     of  any  Subservicer.  The  Company shall cause any Subservicer used by the
     Company  (or  by  any Subservicer) for the benefit of the Purchaser and any
     Depositor  to  comply  with  the  provisions  of this Section 4.25 and with
     Sections  6.04,  6.06, 9.01(e)(iii), 9.01(e)(v), 9.01(e)(vi), 9.01(e)(vii),
     9.01(e)(viii)  and  9.01(f) of this Agreement to the same extent as if such
     Subservicer  were the Company, and to provide the information required with
     respect  to  such  Subservicer under Section 9.01(e)(iv) of this Agreement.
     The  Company  shall  be responsible for obtaining from each Subservicer and
     delivering  to  the  Purchaser  and  any  Depositor any servicer compliance
     statement  required  to be delivered by such Subservicer under Section 6.04
     and  any  assessment of compliance and attestation required to be delivered
     by such Subservicer under Section 6.06 and any certification required to be
     delivered  to  the Person that will be responsible for signing the Sarbanes
     Certification  under  Section  6.06  as  and when required to be delivered.

     (b)     It  shall  not  be necessary for the Company to seek the consent of
     the  Purchaser,  any  Master  Servicer  or any Depositor to the utilization
     of  any  Subcontractor.  The Company shall promptly upon request provide to
     the  Purchaser,  any  Master Servicer and any Depositor (or any designee of
     the Depositor, such as an administrator) a written description (in form and
     substance  satisfactory  to  the  Purchaser, such Depositor and such Master
     Servicer)  of  the  role and function of each Subcontractor utilized by the
     Company  or  any  Subservicer,  specifying  (i)  the  identity of each such
     Subcontractor,  (ii)  which  (if  any)  of  such  Subcontractors  are
     "participating  in  the servicing function" within the meaning of Item 1122
     of  Regulation  AB, and (iii) which elements of the Servicing Criteria will
     be  addressed  in  assessments of compliance provided by each Subcontractor
     identified  pursuant  to  clause  (ii)  of  this  paragraph.

     As  a  condition  to  the utilization of any Subcontractor determined to be
"participating  in  the  servicing  function" within the meaning of Item 1122 of
Regulation  AB,  the  Company  shall  cause  any  such Subcontractor used by the
Company  (or  by  any  Subservicer)  for  the  benefit  of the Purchaser and any
Depositor  to  comply  with  the provisions of Sections 6.06 and 9.01(f) of this
Agreement  to  the  same  extent as if such Subcontractor were the Company.  The
Company  shall  be  responsible  for  obtaining  from  each  Subcontractor  and
delivering  to  the Purchaser and any Depositor any assessment of compliance and
attestation  and  the  other  certifications  required  to  be delivered by such
Subservicer  and such Subcontractor under Section 6.06, in each case as and when
required  to  be  delivered.

     (i)     Article  V  of  the  Warranties  and  Servicing Agreement is hereby
amended effective as of the date hereof by deleting Section 5.02 in its entirety
and  replacing  it  with  the  following:

     Section  5.02     Statements  to  the  Purchaser.
                       ------------------------------

No  later than the tenth (10th) calendar day (or if such tenth (10th) day is not
a  Business  Day,  the first Business Day immediately preceding such tenth (10th
day)  of  each  month,  the  Company  shall  furnish  to  the Master Servicer an
electronic  file  containing  the  data specified in Exhibit I, which data shall
                                                     ---------
reflect  information  as  to  the period ending on the last day of the preceding
month,  Exhibit  J  with respect to defaulted mortgage loans and Exhibit M, with
        ----------                                               ---------
respect  to  realized  losses  and  gains,  with  each  such  report.

     (j)     Section 6.04 (Annual Statements as to Compliance) of the Warranties
and  Servicing  Agreement  is  hereby  amended  as  follows:

          (1)     delete  paragraph  (i)  in  its  entirety;

          (2)     delete the reference to "(ii)" at the beginning of the section
     paragraph;  and

          (3)     Delete the references to "the Purchaser and any Depositor" and
     replace  each  with  "the  Master  Servicer".

     (k)     Section  6.05  (Annual  Independent  Public  Accountants' Servicing
Report)  of  the  Warranties and Servicing Agreement is deleted in its entirety.

     (l)     Section  6.06  (Report on Assessment of Compliance and Attestation)
of  the  Warranties  and  Servicing Agreement is hereby amended by replacing the
references  to  "the Purchaser and any Depositor" with "the Master Servicer" and
"the  Purchaser  and  such  Depositor"  with  "the  Master  Servicer".

     (m)     Section  6.07(ii)  of  the  Warranties  and  Servicing Agreement is
hereby  amended  by  replacing  the  references to "Purchaser or Depositor" with
"Purchaser,  any  Master  Servicer  or  any  Depositor."

     (n)     The  following are added as the second, third and fourth paragraphs
of  Section  6.09  of  the  Warranties  and  Servicing  Agreement:

          "Notwithstanding  anything  in  this  Agreement  to  the contrary, the
     Company  (a)  shall  not  permit  any  modification  with  respect  to  any
     Mortgage  Loan  that  would change the Mortgage Interest Rate and (b) shall
     not  (unless  the Mortgagor is in default with respect to the Mortgage Loan
     or such default is, in the judgment of the Company, reasonably foreseeable)
     make  or  permit  any  modification, waiver or amendment of any term of any
     Mortgage  Loan  that  would  both  effect an exchange or reissuance of such
     Mortgage  Loan  under  Section  1001  of  the Code (or Treasury regulations
     promulgated  thereunder).

          After the REMIC Conversion, as described in the Trust Agreement, prior
     to  taking  any  action  with  respect  to  the Mortgage Loans which is not
     contemplated  under the terms of this Agreement, the Company will obtain an
     Opinion  of  Counsel  reasonably acceptable to the Securities Administrator
     with a copy to the Trustee with respect to whether such action could 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)  (either such event, an "Adverse REMIC Event"), and the Company shall
     not take any such action or cause the Trust Fund to take any such action as
     to  which  it  has  been  advised  that an Adverse REMIC Event could occur.

          After  the  REMIC Conversion, as described in the Trust Agreement, the
     Company  shall  not  permit  the  creation  of  any "interests" (within the
     meaning  of  Section  860G of the Code) in any REMIC. The Company shall not
     enter  into  any arrangement by which any REMIC will receive a fee or other
     compensation  for  services nor permit any REMIC to receive any income from
     assets other than "qualified mortgages" as defined in Section 860G(a)(3) of
     the Code or "permitted investments" as defined in Section 860G(a)(5) of the
     Code."

     (o)     Article  IX  of  the  Warranties  and Servicing Agreement is hereby
amended  effective  as  of the date hereof by replacing Section 9.01(e)(iv) with
the  following:

     (iv)     For  the  purpose of satisfying the reporting obligation under the
     Exchange  Act  with  respect  to  any class of asset-backed securities, the
     Company  shall  (or shall cause each Subservicer and Third-Party Originator
     to) (1) provide prompt notice to the Purchaser, any Master Servicer and any
     Depositor  in  writing  of  (A)  any  material  litigation  or governmental
     proceedings  involving  the  Company,  any  Subservicer  or any Third-Party
     Originator,  (B)  any  affiliations or relationships that develop following
     the  closing  date of a Securitization Transaction between the Company, any
     Subservicer  or any Third-Party Originator and any of the parties specified
     in  Section  9.01(e)(i)(D)  (and any other parties identified in writing by
     the  requesting party) with respect to such Securitization Transaction, (C)
     any  Event  of  Default  under  the  terms  of  this  Agreement  or  any
     Reconstitution  Agreement,  (D)  any  merger,  consolidation  or  sale  of
     substantially all of the assets of the Company, and (E) the Company's entry
     into  an  agreement  with  a  Subservicer  to  perform  or  assist  in  the
     performance of any of the Company's obligations under this Agreement or any
     Reconstitution  Agreement,  and  (2)  provide  to  the  Purchaser  and  any
     Depositor a description of such proceedings, affiliations or relationships.

          All  notification  pursuant  to  this  Section 9.01(e)(iv), other than
     those  pursuant  to  Section  9.01(e)(iv)(A),  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  Section  9.01(e)(iv)(A)  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

     (p)     Section  9.01(e)(v)  of  the  Warranties and Servicing Agreement is
hereby  amended  effective as of the date hereof, by replacing the references to
"the  Purchaser  and any Depositor" with "the Purchaser, the Master Servicer and
any  Depositor"  and "the Purchaser and such Depositor" with "the Purchaser, the
Master  Servicer  and  such  Depositor".

     (q)     The third paragraph of Section 9.01 of the Warranties and Servicing
Agreement  is  hereby  amended effective as of the date hereof by replacing such
section  with  the  following:

          The  Purchaser  and the Company acknowledge and agree that the purpose
     of  Section  9.01(e)  is  to  facilitate  compliance  by  the Purchaser and
     any  Depositor  with  the provisions of Regulation AB and related rules and
     regulations  of the Commission. Although Regulation AB is applicable by its
     terms  only  to  offerings  of  asset-backed securities that are registered
     under  the  Securities  Act,  the  Company  acknowledges  that investors in
     privately  offered  securities  may  require  that  the  Purchaser  or  any
     Depositor  provide  comparable  disclosure  in  unregistered  offerings.
     References  in  this  Agreement  to  compliance  with Regulation AB include
     provision  of  comparable  disclosure  in  private  offerings.

          Neither  the  Purchaser,  the  Master Servicer nor any Depositor shall
     exercise  its  right  to  request  delivery  of  information  or  other
     performance  under  these  provisions  other  than  in  good  faith, or for
     purposes  other  than  compliance with the Securities Act, the Exchange Act
     and  the  rules  and  regulations  of  the  Commission  thereunder  (or the
     provision  in  a private offering of disclosure comparable to that required
     under the Securities Act). The Company acknowledges that interpretations of
     the  requirements  of  Regulation  AB  may change over time, whether due to
     interpretive  guidance  provided  by the Commission or its staff, consensus
     among  participants  in  the  asset-backed  securities  markets,  advice of
     counsel,  or  otherwise,  and  agrees  to  comply with requests made by the
     Purchaser,  the Master Servicer or any Depositor in good faith for delivery
     of  information  under  these  provisions  on  the  basis  of  evolving
     interpretations  of  Regulation  AB.  In connection with any Securitization
     Transaction,  the  Company shall cooperate fully with the Purchaser and any
     Master Servicer to deliver to the Purchaser (including any of its assignees
     or  designees),  any  Master  Servicer  and  any  Depositor,  any  and  all
     statements,  reports,  certifications,  records  and  any other information
     necessary  in  the  good  faith  determination of the Purchaser, the Master
     Servicer  or any Depositor to permit the Purchaser, such Master Servicer or
     such  Depositor  to  comply  with the provisions of Regulation AB, together
     with  such  disclosures  relating  to  the  Company,  any  Subservicer, any
     Third-Party  Originator  and  the  Mortgage  Loans, or the servicing of the
     Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be
     necessary  in  order  to  effect  such  compliance.

          The  Purchaser  (including  any  of  its assignees or designees) shall
     cooperate  with  the  Company  by  providing  timely notice of requests for
     information under these provisions and by reasonably limiting such requests
     to  information required, in the Purchaser's reasonable judgment, to comply
     with  Regulation  AB.

     (r)     Section  9.01(e)(vii)  of the Warranties and Servicing Agreement is
hereby  amended  effective  as of the date hereof by replacing such section with
the  following:

          (vii)  In addition to such information as the Company, as servicer, is
     obligated  to  provide  pursuant  to  other  provisions  of this Agreement,
     not  later  than  ten (10) 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 Company
     or  any Subservicer, the Company or such Subservicer, as applicable, shall,
     to the extent the Company 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  distribution
     period  or  that  have  cumulatively  become  material  over  time  (Item
     1121(a)(11)  of  Regulation  AB);

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

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

     (s)     Article  IX  of  the  Warranties  and Servicing Agreement is hereby
amended  effective  as of the date hereof by inserting the following new Section
9.01(e)(viii)  as  follows:

          (viii) The Company shall provide to the Purchaser, 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 Company or any
     Subservicer  or  the  Company  or such Subservicer's performance hereunder.

     (t)     Article  IX  of  the  Warranties  and Servicing Agreement is hereby
amended effective as of the date hereof by inserting the following after Section
9.01(e)(iii)(H)  in  its  entirety  as  follows:

          (I)     a  description  of  any  material  legal  or  governmental
     proceedings  pending  (or  known  to  be  contemplated)  against  the
     Servicer;  and

          (J)     a  description  of any affiliation or relationship between the
     Servicer  and  any  of  the  following  parties  to  a  Securitization
     Transaction,  as  such  parties  are  identified  to  the  Servicer  by the
     Purchaser  or  any  Depositor  in writing in advance of such Securitization
     Transaction:

               (1)     the  sponsor;
               (2)     the  depositor;
               (3)     the  issuing  entity;
               (4)     any  servicer;
               (5)     any  trustee;
               (6)     any  originator;
               (7)     any  significant  obligor;
               (8)     any  enhancement  or  support  provider;  and
               (9)     any  other  material  transaction  party.

     (u)  Article  IX  of  the  Warranties  and  Servicing  Agreement  is hereby
amended  by  replacing  Section  9.01(f)  with  the  following:

     (f)  the  Company  shall  indemnify  the  Purchaser,  each affiliate of the
          Purchaser,  and  each  of  the  following  parties  participating in a
          Securitization  Transaction;  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  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; 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"), 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  Sections 9.01(c) and (e) by or on behalf of
                    the  Company,  or provided under Sections 9.01(c) and (e) 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 this
                    Section  9.01(f),  including  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 Sections 9.01(c) and (e), including
                    any  failure  by  the  Company to identify any Subcontractor
                    "participating in the servicing function" within the meaning
                    of  Item  1122  of  Regulation  AB;  or

          (iii)     any  breach  by  the Company of a representation or warranty
                    set  forth  in  Section  9.01(e)(iv)(A)  or  in  a  writing
                    furnished  pursuant to Section 9.01(e)(iv)(B) and made as of
                    a  date  prior  to  the  closing  date  of  the  related
                    Securitization  Transaction,  to the extent that such breach
                    is  not  cured  by  such  closing date, or any breach by the
                    Company  of  a  representation  or  warranty  in  a  writing
                    furnished  pursuant  to Section 9.01(e)(iv)(B) to the extent
                    made  as  of  a  date  subsequent  to  such  closing  date.

          (iv)      the  negligence,  bad  faith  or  willful  misconduct of the
                    Company  in  connection  with  its  performance  under  this
                    Section.

                    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 ins 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
                    sub-clause  (ii)  of this Section 9.01(f), the Company shall
                    promptly  reimburse  the  Purchaser,  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 Company,
                    any  Subservicer,  any  Subcontractor  or  any  Third-Party
                    Originator.

     THIS INDEMNIFICATION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT OR THE
TERMINATION  OF  ANY  PARTY  TO  THIS  AGREEMENT.

     (v)     The  following  is added as Section 10.01(ix) of the Warranties and
Servicing  Agreement:

          (ix)     failure  by  the Company to duly perform, within the required
time period, its obligations under Sections 6.04, 6.06, or 9.01(e) which failure
continues  unremedied  for a period of fifteen (15) calendar days after the date
on  which  written  notice  of  such failure, requiring the same to be remedied,
shall  have  been  given to the Company by any party to this Agreement or by any
master  servicer responsible for master servicing the Mortgage Loans pursuant to
a  securitization  of  such  Mortgage  Loans.

     (w)     Article  X  of  the  Warranties  and  Servicing Agreement is hereby
amended  effective  as  of the date hereof by adding the following at the end of
the  last  paragraph  of  Section  10.01:

          If  the  Company  is  terminated  pursuant  to this Section 10.01, the
     Company  shall  promptly  reimburse  the  Purchaser (or any designee of the
     Purchaser, such as a master servicer) and any Depositor, as applicable, for
     all  reasonable  expenses  incurred  by the Purchaser (or such designee) or
     such Depositor, as such are incurred, in connection with the termination of
     the Company as servicer and the transfer of servicing of the Mortgage Loans
     to  a  successor servicer. The provisions of this paragraph shall not limit
     whatever  rights  the  Purchaser  or  any  Depositor  may  have under other
     provisions of this Agreement and/or any applicable Reconstitution Agreement
     or  otherwise,  whether in equity or at law, such as an action for damages,
     specific  performance  or  injunctive  relief.

     (x)     The first sentence of Section 12.03 of the Warranties and Servicing
Agreement  is  deleted  in  its  entirety  and  replaced  with  the  following:

          Section  12.03      Governing  Law.
                              ---------------

          This  Agreement  shall be governed by and construed in accordance with
     the  laws  of  the  State  of  New York without giving effect to principles
     of  conflicts  of  laws  (other than Section 5-1401 of the New York General
     Obligations  Law) and except to the extent preempted by Federal law and the
     obligations,  rights  and  remedies  of  the  parties  hereunder  shall  be
     determined  in  accordance  with  such  laws.

     (y)     A  new  Section  12.12 (Third Party Beneficiary) is hereby added to
the  Warranties  and  Servicing  Agreement.

          Section  12.12     Third  Party  Beneficiary.
                             --------------------------

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

     (z)     A  new  Section  12.13 (Special Servicing Provisions Prior to a TMP
Trigger  Event)  is  hereby  added  to  the  Warranties and Servicing Agreement.

          Section  12.13     Special Servicing  Provisions Prior to  the  REMIC
                             -------------------------------------------------
     Conversion.
     ----------

          Upon  receiving notice from the Master Servicer that a lender or other
entity is seeking to sell or hold any of the Certificate, Class X Notes or Class
B  Notes  and thereby cause a TMP Trigger Event, the Company shall, prior to any
such  sale  or holding, (i) solicit at least two bids for the REO Properties and
other  non-REMIC eligible properties then existing in the Trust Estate, at least
one  of  which  is  sufficient  not  to result in the allocation of any Realized
Losses  to  any  of  the  Senior  Notes  and  (ii)  sell such REO Properties and
non-REMIC-eligible  properties  on behalf of the Issuing Entity to a third party
at  their  fair  market value.  The Company shall provide the Indenture Trustee,
the  Owner Trustee and the Depositor with prompt notice of the completion of the
steps  specified  in  the  foregoing  sentence.

     (aa)     A  new Section 12.14 (Foreclosure Restrictions) is hereby added to
the  Warranties  and  Servicing  Agreement.

          Section  12.14  Foreclosure  Restrictions.
                          --------------------------

          After  the  REMIC Conversion, as described in the Trust Agreement, the
following  restrictions  on foreclosure shall apply with respect to any Mortgage
Loans  that  are  sixty  or  more days Delinquent as of the "startup day" of any
REMIC  elected  by  the  Underlying  REMIC  Trust  (each  such  Mortgage Loan, a
"Foreclosure  Restricted  Loan:  in  connection  with  the  servicing  of  any
Foreclosure  Restricted  Loan,  the  Company  shall  not  acquire  any Mortgaged
Property on behalf of any REMIC in connection with a default or imminent default
on  a  Foreclosure Restricted Loan, if acquiring title to the Mortgaged Property
underlying  the  Foreclosure Restricted Loan would cause the adjusted bases, for
federal  income tax purposes, of these Mortgaged Properties owned by the related
REMIC after foreclosure, along with the adjusted based of any other assets owned
by  the  related  REMIC  other  than  "qualified  mortgages"  and  "permitted
investments"  within the meaning of section 860G of the Code, to exceed 0.75% of
the  adjusted  bases of all of the assets of the related REMIC.  If the adjusted
bases of such Mortgaged Properties in foreclosure, along with the adjusted bases
of  any other assets owned by the related REMIC other than "qualified mortgages"
and "permitted investments" with the meaning of section 860G of the Code, exceed
1.0% of the adjusted bases of all of the assets of the related REMIC immediately
after  the  distribution of principal and interest on any distribution date, the
Company shall dispose of enough of such Mortgaged Properties in foreclosure, for
cash  or  otherwise,  so that the adjusted bases of such Mortgaged Properties in
foreclosure,  along  with any other assets owned by the related REMIC other than
"qualified  mortgages" and "permitted investments" within the meaning of Section
860G  of  the  Code,  will be less than 1.0% of the adjusted bases of all of the
assets  of  the  related  REMIC.  In  either  event, the Company is permitted to
acquire  (for  its  own account and not on behalf of the Underlying REMIC Trust)
the  Mortgaged  Property at the foreclosure sale for an amount not less than the
greater  of:  (i)  the highest amount bid by any other person at the foreclosure
sale,  or  (ii)  the  estimated  fair market value of the Mortgaged Property, as
determined  by  the  Company  in  good  faith.

     (bb)     The Warranties and Servicing Agreement is hereby amended as of the
date  hereof  by inserting a new Exhibit I, a copy of which is annexed hereto as
Exhibit  C.

     (cc)     The Warranties and Servicing Agreement is hereby amended as of the
date  hereof  by inserting a new Exhibit J, a copy of which is annexed hereto as
Exhibit  D.

     (dd)     The Warranties and Servicing Agreement is hereby amended as of the
date  hereof  by inserting a new Exhibit K, a copy of which is annexed hereto as
Exhibit  E.

     (ee)     The Warranties and Servicing Agreement is hereby amended as of the
date  hereof  by inserting a new Exhibit D, a copy of which is annexed hereto as
Exhibit  F.

8.     A  copy  of  all  assessments,  attestations,  reports  and  certificates
required  to  be  delivered  by  the  Servicer  under this AAR Agreement and the
Warranties  and Servicing Agreement shall be delivered to the Master Servicer by
the  date(s)  specified herein or therein, and where such documents are required
to  be  addressed to any party, such addresses shall include the Master Servicer
and  the  Master  Servicer  shall  be  entitled  to  rely  on  such  documents.

Notices:

9.     The  Assignor's  address  for  purposes of all notices and correspondence
related  to  the Mortgage Loans and this Assignment and Assumption Agreement is:

          EMC  Mortgage  Corporation
          Mac  Arthur  Ridge  Illinois
          909  Hidden  Ridge  Drive,  Suite  200
          Irving,  Texas  75038
          Attention:  Ralene  Ruyle,  President


          With  a  copy  to:

          Bear Stearns Mortgage Capital Corporation
          383 Madison Avenue
          New York, New York 10179
          Attention: Ernie Calabrese

     The  Assignee's  address  for  purposes  of  all notices and correspondence
related  to  the Mortgage Loans and this Assignment and Assumption Agreement is:

          U.S.  Bank  National  Association,
          as  trustee
          One  Federal  Street,  3rd  Floor
          Boston,  MA  02110
          Attention: Corporate Trust Services
          BART 2006-1
          Telecopy: (617) 603-6413

     The  Company's  address  for  purposes  of  all  notices and correspondence
related  to  the Mortgage Loans and this Assignment and Assumption Agreement is:

          Wells  Fargo  Bank,  N.A.
          1 Home Campus
          MAC X2401-042
          Des Moines, Iowa 50328-0001
          Attention:  John  B.  Brown


          With  a  copy  to:

          Wells  Fargo  Bank,  N.A.
          1  Home  Campus
          Des  Moines,  Iowa  50328-0001
          Attention:  General  Counsel  -  MAC  X2401-06T

Miscellaneous:
--------------

10.     Each  party  will  pay  any commissions it has incurred and the Assignor
shall  pay the fees of its attorneys and the reasonable fees of the attorneys of
the  Assignee  and  the  Company  in  connection  with  the  negotiations  for,
documenting  of  and closing of the transactions contemplated by this Assignment
and  Assumption  Agreement.

11.     This  Assignment  and  Assumption  Agreement  shall  be  construed  in
accordance with the laws of the State of New York, including Sections 5-1401 and
5-1402  of  the  New  General  Obligations  Law, but otherwise 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.

12.     No  term or provision of this Assignment and Assumption 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.

13.     This  Assignment  and Assumption 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.

14.     This Assignment and Assumption Agreement shall survive the conveyance of
the  Mortgage  Loans and the assignment of Warranties and Servicing Agreement to
the  extent of the Mortgage Loans by Assignor to Assignee and the termination of
the  Warranties  and  Servicing  Agreement.

15.     This  Assignment and Assumption 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.

16.     In  the  event  that  any  provision  of  this Assignment and Assumption
Agreement conflicts with any provision of the Warranties and Servicing Agreement
with  respect to the Mortgage Loans, the terms of this Assignment and Assumption
Agreement  shall  control.

17.     Any new loan number assigned to a Mortgage Loan by the Assignee shall be
provided to the Company at the following address: Wells Fargo Bank, N.A., 1 Home
Campus, MAC X2401-042, Des Moines, Iowa 50328-0001 Attention: John B. Brown.  In
addition,  if  Assignee  has  changed  its  document custodian from the previous
custodian,  such  new custodian's name, address and contact information shall be
provided  to  the  Company  at  the  aforementioned  address.

     IN  WITNESS WHEREOF, the parties have caused this Assignment and Assumption
Agreement  to be executed by their duly authorized officers as of the date first
above  written.


                                   BEAR  STEARNS  ARM  TRUST  2006-1
                                   By:  Wilmington  Trust  Company
                                   not individually but solely as Owner Trustee,
                                   as  Assignee

                                   By:
                                       -----------------------------------------
                                   Name:
                                   Title:


                                   EMC  MORTGAGE  CORPORATION,
                                   as  Assignor

                                   By:
                                       -----------------------------------------
                                   Name:
                                   Title


                                   WELLS FARGO BANK, N.A.,
                                   as Company

                                   By:
                                       -----------------------------------------
                                   Name:
                                   Title:


                                   CS OT I LLC,
                                   as Seller

                                   By:
                                       -----------------------------------------
                                   Name:
                                   Title:


Acknowledged  and  Agreed

WELLS FARGO BANK,
N.A.,
as Master Servicer

By:
   --------------------------------
Name:
Title

                                    Exhibit A
                                    ---------

                                 Mortgage Loans


                             [PROVIDED UPON REQUEST]


(page)
                                    Exhibit B
                                    ---------

Amended  and  Restated  Master  Mortgage  Loan  Purchase  Agreement, dated as of
November  1,  2005  by  and  between  Wells  Fargo  and  EMC;

Assignment and Conveyance Agreements, dated as of November 29, 2005 and February
27,  2006  each  by  and  between  Wells  Fargo  and  EMC.

Amended and Restated Master Seller's Warranties and Servicing Agreement dated as
of  November  1,  2005,  between  the  Wells  Fargo  and  EMC

                             [PROVIDED UPON REQUEST]

                                    Exhibit C

                                    EXHIBIT I
                                    ---------

<TABLE>
<CAPTION>
                                               REPORTING DATA FOR MONTHLY REPORT

                                            STANDARD FILE LAYOUT - MASTER SERVICING
------------------------------------------------------------------------------------------------------------------------------
   Column Name                           Description                           Decimal           Format Comment           Max
                                                                                                                          Size
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
<S>                    <C>                                                     <C>      <C>                               <C>
SER_INVESTOR_NBR       A value assigned by the Servicer to define a group               Text up to 10 digits                20
                       of loans.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
LOAN_NBR               A unique identifier assigned to each loan by the                 Text up to 10 digits                10
                       investor.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
SERVICER_LOAN_NBR      A unique number assigned to a loan by the Servicer.              Text up to 10 digits                10
                       This may be different than the LOAN_NBR.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
BORROWER_NAME          The borrower name as received in the file.  It is not            Maximum length of 30 (Last,         30
                       separated by first and last name.                                First)
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
SCHED_PAY_AMT          Scheduled monthly principal and scheduled interest         2     No commas(,) or dollar signs ($)    11
                       payment that a borrower is expected to pay, P&I
                       constant.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
NOTE_INT_RATE          The loan interest rate as reported by the Servicer.        4     Max length of 6                      6
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
NET_INT_RATE           The loan gross interest rate less the service fee rate     4     Max length of 6                      6
                       as reported by the Servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
SERV_FEE_RATE          The servicer's fee rate for a loan as reported by the      4     Max length of 6                      6
                       Servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
SERV_FEE_AMT           The servicer's fee amount for a loan as reported by        2     No commas(,) or dollar signs ($)    11
                       the Servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
NEW_PAY_AMT            The new loan payment amount as reported by the             2     No commas(,) or dollar signs ($)    11
                       Servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
NEW_LOAN_RATE          The new loan rate as reported by the Servicer.             4     Max length of 6                      6
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
ARM_INDEX_RATE         The index the Servicer is using to calculate a             4     Max length of 6                      6
                       forecasted rate.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
ACTL_BEG_PRIN_BAL      The borrower's actual principal balance at the             2     No commas(,) or dollar signs ($)    11
                       beginning of the processing cycle.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
ACTL_END_PRIN_BAL      The borrower's actual principal balance at the end of      2     No commas(,) or dollar signs ($)    11
                       the processing cycle.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
BORR_NEXT_PAY_DUE_D    The date at the end of processing cycle that the                 MM/DD/YYYY                          10
ATE                    borrower's next payment is due to the Servicer, as
                       reported by Servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
SERV_CURT_AMT_1        The first curtailment amount to be applied.                2     No commas(,) or dollar signs ($)    11
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
SERV_CURT_DATE_1       The curtailment date associated with the first                   MM/DD/YYYY                          10
                       curtailment amount.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
CURT_ADJ_ AMT_1        The curtailment interest on the first curtailment          2     No commas(,) or dollar signs ($)    11
                       amount, if applicable.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
SERV_CURT_AMT_2        The second curtailment amount to be applied.               2     No commas(,) or dollar signs ($)    11
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
SERV_CURT_DATE_2       The curtailment date associated with the second                  MM/DD/YYYY                          10
                       curtailment amount.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
CURT_ADJ_ AMT_2        The curtailment interest on the second curtailment         2     No commas(,) or dollar signs ($)    11
                       amount, if applicable.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
SERV_CURT_AMT_3        The third curtailment amount to be applied.                2     No commas(,) or dollar signs ($)    11
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
SERV_CURT_DATE_3       The curtailment date associated with the third                   MM/DD/YYYY                          10
                       curtailment amount.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
CURT_ADJ_AMT_3         The curtailment interest on the third curtailment          2     No commas(,) or dollar signs ($)    11
                       amount, if applicable.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
PIF_AMT                The loan "paid in full" amount as reported by the          2     No commas(,) or dollar signs ($)    11
                       Servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
PIF_DATE               The paid in full date as reported by the Servicer.               MM/DD/YYYY                          10
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
ACTION_CODE            The standard FNMA numeric code used to indicate                  Action Code Key:                     2
                       the default/delinquent status of a particular loan.              15=Bankruptcy,
                                                                                        30=Foreclosure,   ,   60=PIF,
                                                                                        63=Substitution,
                                                                                        65=Repurchase,70=REO
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
INT_ADJ_AMT            The amount of the interest adjustment as reported          2     No commas(,) or dollar signs ($)    11
                       by the Servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
SOLDIER_SAILOR_ADJ_AM  The Soldier and Sailor Adjustment amount, if               2     No commas(,) or dollar signs ($)    11
T                      applicable.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
NON_ADV_LOAN_AMT       The Non Recoverable Loan Amount, if applicable.            2     No commas(,) or dollar signs ($)    11
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
LOAN_LOSS_AMT          The amount the Servicer is passing as a loss, if           2     No commas(,) or dollar signs ($)    11
                       applicable.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
SCHED_BEG_PRIN_BAL     The scheduled outstanding principal amount due at          2     No commas(,) or dollar signs ($)    11
                       the beginning of the cycle date to be passed through
                       to investors.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
SCHED_END_PRIN_BAL     The scheduled principal balance due to investors at        2     No commas(,) or dollar signs ($)    11
                       the end of a processing cycle.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
SCHED_PRIN_AMT         The scheduled principal amount as reported by the          2     No commas(,) or dollar signs ($)    11
                       Servicer for the current cycle -- only applicable for
                       Scheduled/Scheduled Loans.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
SCHED_NET_INT          The scheduled gross interest amount less the               2     No commas(,) or dollar signs ($)    11
                       service fee amount for the current cycle as reported
                       by the Servicer -- only applicable for
                       Scheduled/Scheduled Loans.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
ACTL_PRIN_AMT          The actual principal amount collected by the               2     No commas(,) or dollar signs ($)    11
                       Servicer for the current reporting cycle - only
                       applicable for Actual/Actual Loans.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
ACTL_NET_INT           The actual gross interest amount less the service          2     No commas(,) or dollar signs ($)    11
                       fee amount for the current reporting cycle as
                       reported by the Servicer -- only applicable for
                       Actual/Actual Loans.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
PREPAY_PENALTY_ AMT    The penalty amount received when a borrower                2     No commas(,) or dollar signs ($)    11
                       prepays on his loan as reported by the Servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
PREPAY_PENALTY_        The prepayment penalty amount for the loan waived          2     No commas(,) or dollar signs ($)    11
WAIVED                 by the servicer.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
MOD_DATE               The Effective Payment Date of the Modification for               MM/DD/YYYY                          10
                       the loan.
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
MOD_TYPE               The Modification Type.                                           Varchar - value can be alpha or     30
                                                                                        numeric
---------------------  ------------------------------------------------------  -------  --------------------------------  ----
DELINQ_P&I_ADVANCE_A   The current outstanding principal and interest             2     No commas(,) or dollar signs ($)    11
MT                     advances made by Servicer.
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(page)
                                    Exhibit D

                                    EXHIBIT J
                                    ---------

<TABLE>
<CAPTION>
                                          REPORTING DATA FOR DEFAULTED LOANS

                                    STANDARD FILE LAYOUT - DELINQUENCY REPORTING
---------------------------------------------------------------------------------------------------------------------------
Column/Header Name                                     Description                             Decimal        Format
                                                                                                              Comment
---------------------------  ----------------------------------------------------------------  -------  -------------------
<S>                          <C>                                                               <C>      <C>
SERVICER_LOAN_NBR            A unique number assigned to a loan by the Servicer.  This
                             may be different than the LOAN_NBR
---------------------------  ----------------------------------------------------------------  -------  -------------------
LOAN_NBR                     A unique identifier assigned to each loan by the
                             originator.
---------------------------  ----------------------------------------------------------------  -------  -------------------
CLIENT_NBR                   Servicer Client Number
---------------------------  ----------------------------------------------------------------  -------  -------------------
SERV_INVESTOR_NBR            Contains a unique number as assigned by an external
                             servicer to identify a group of loans in their system.
---------------------------  ----------------------------------------------------------------  -------  -------------------
BORROWER_FIRST_NAME          First Name of the Borrower.
---------------------------  ----------------------------------------------------------------  -------  -------------------
BORROWER_LAST_NAME           Last name of the borrower.
---------------------------  ----------------------------------------------------------------  -------  -------------------
PROP_ADDRESS                 Street Name and Number of Property
---------------------------  ----------------------------------------------------------------  -------  -------------------
PROP_STATE                   The state where the  property located.
---------------------------  ----------------------------------------------------------------  -------  -------------------
PROP_ZIP                     Zip code where the property is located.
---------------------------  ----------------------------------------------------------------  -------  -------------------
BORR_NEXT_PAY_DUE_DATE       The date that the borrower's next payment is due to the                    MM/DD/YYYY
                             servicer at the end of processing cycle, as reported by
                             Servicer.
---------------------------  ----------------------------------------------------------------  -------  -------------------
LOAN_TYPE                    Loan Type (i.e. FHA, VA, Conv)
---------------------------  ----------------------------------------------------------------  -------  -------------------
BANKRUPTCY_FILED_DATE        The date a particular bankruptcy claim was filed.                          MM/DD/YYYY
---------------------------  ----------------------------------------------------------------  -------  -------------------
BANKRUPTCY_CHAPTER_CODE      The chapter under which the bankruptcy was filed.
---------------------------  ----------------------------------------------------------------  -------  -------------------
BANKRUPTCY_CASE_NBR          The case number assigned by the court to the bankruptcy filing.
---------------------------  ----------------------------------------------------------------  -------  -------------------
POST_PETITION_DUE_DATE       The payment due date once the bankruptcy has been                          MM/DD/YYYY
                             approved by the courts
---------------------------  ----------------------------------------------------------------  -------  -------------------
BANKRUPTCY_DCHRG_DISM_DATE   The Date The Loan Is Removed From Bankruptcy. Either                       MM/DD/YYYY
                             by Dismissal, Discharged and/or a Motion For Relief Was
                             Granted.
---------------------------  ----------------------------------------------------------------  -------  -------------------
LOSS_MIT_APPR_DATE           The Date The Loss Mitigation Was Approved By The                           MM/DD/YYYY
                             Servicer
---------------------------  ----------------------------------------------------------------  -------  -------------------
LOSS_MIT_TYPE                The Type Of Loss Mitigation Approved For A Loan Such
                             As;
---------------------------  ----------------------------------------------------------------  -------  -------------------
LOSS_MIT_EST_COMP_DATE       The Date The Loss Mitigation /Plan Is Scheduled To                         MM/DD/YYYY
                             End/Close
---------------------------  ----------------------------------------------------------------  -------  -------------------
LOSS_MIT_ACT_COMP_DATE       The Date The Loss Mitigation Is Actually Completed                         MM/DD/YYYY
---------------------------  ----------------------------------------------------------------  -------  -------------------
FRCLSR_APPROVED_DATE         The date DA Admin sends a letter to the servicer with                      MM/DD/YYYY
                             instructions to begin foreclosure proceedings.
---------------------------  ----------------------------------------------------------------  -------  -------------------
ATTORNEY_REFERRAL_DATE       Date File Was Referred To Attorney to Pursue Foreclosure                   MM/DD/YYYY
---------------------------  ----------------------------------------------------------------  -------  -------------------
FIRST_LEGAL_DATE             Notice of 1st legal filed by an Attorney in a Foreclosure                  MM/DD/YYYY
                             Action
---------------------------  ----------------------------------------------------------------  -------  -------------------
FRCLSR_SALE_EXPECTED_DATE    The date by which a foreclosure sale is expected to occur.                 MM/DD/YYYY
---------------------------  ----------------------------------------------------------------  -------  -------------------
FRCLSR_SALE_DATE             The actual date of the foreclosure sale.                                   MM/DD/YYYY
---------------------------  ----------------------------------------------------------------  -------  -------------------
FRCLSR_SALE_AMT              The amount a property sold for at the foreclosure sale.              2     No commas(,)
                                                                                                        or dollar signs
                                                                                                        ($)
---------------------------  ----------------------------------------------------------------  -------  -------------------
EVICTION_START_DATE          The date the servicer initiates eviction of the borrower.                  MM/DD/YYYY
---------------------------  ----------------------------------------------------------------  -------  -------------------
EVICTION_COMPLETED_DATE      The date the court revokes legal possession of the                         MM/DD/YYYY
                             property from the borrower.
---------------------------  ----------------------------------------------------------------  -------  -------------------
LIST_PRICE                   The price at which an REO property is marketed.                      2     No commas(,)
                                                                                                        or dollar signs
                                                                                                        ($)
---------------------------  ----------------------------------------------------------------  -------  -------------------
LIST_DATE                    The date an REO property is listed at a particular price.                  MM/DD/YYYY
---------------------------  ----------------------------------------------------------------  -------  -------------------
OFFER_AMT                    The dollar value of an offer for an REO property.                    2     No commas(,)
                                                                                                        or dollar signs
                                                                                                        ($)
---------------------------  ----------------------------------------------------------------  -------  -------------------
OFFER_DATE_TIME              The date an offer is received by DA Admin or by the                        MM/DD/YYYY
                             Servicer.
---------------------------  ----------------------------------------------------------------  -------  -------------------
REO_CLOSING_DATE             The date the REO sale of the property is scheduled to                      MM/DD/YYYY
                             close.
---------------------------  ----------------------------------------------------------------  -------  -------------------
REO_ACTUAL_CLOSING_DATE      Actual Date Of REO Sale                                                    MM/DD/YYYY
---------------------------  ----------------------------------------------------------------  -------  -------------------
OCCUPANT_CODE                Classification of how the property is occupied.
---------------------------  ----------------------------------------------------------------  -------  -------------------
PROP_CONDITION_CODE          A code that indicates the condition of the property.
---------------------------  ----------------------------------------------------------------  -------  -------------------
PROP_INSPECTION_DATE         The date a  property inspection is performed.                              MM/DD/YYYY
---------------------------  ----------------------------------------------------------------  -------  -------------------
APPRAISAL_DATE               The date the appraisal was done.                                           MM/DD/YYYY
---------------------------  ----------------------------------------------------------------  -------  -------------------
CURR_PROP_VAL                The current "as is" value of the property based on                   2
                             brokers price opinion or appraisal.
---------------------------  ----------------------------------------------------------------  -------  -------------------
REPAIRED_PROP_VAL            The amount the property would be worth if repairs are                2
                             completed pursuant to a broker's price opinion or
                             appraisal.
---------------------------  ----------------------------------------------------------------  -------  -------------------
IF APPLICABLE:
-------------
---------------------------  ----------------------------------------------------------------  -------  -------------------
DELINQ_STATUS_CODE           FNMA Code Describing Status of Loan
---------------------------  ----------------------------------------------------------------  -------  -------------------
DELINQ_REASON_CODE           The circumstances which caused a borrower to stop
                             paying on a loan.   Code indicates the reason why the
                             loan is in default for this cycle.
---------------------------  ----------------------------------------------------------------  -------  -------------------
MI_CLAIM_FILED_DATE          Date Mortgage Insurance Claim Was Filed With Mortgage                      MM/DD/YYYY
                             Insurance Company.
---------------------------  ----------------------------------------------------------------  -------  -------------------
MI_CLAIM_AMT                 Amount of Mortgage Insurance Claim Filed                                   No commas(,)
                                                                                                        or dollar signs
                                                                                                        ($)
---------------------------  ----------------------------------------------------------------  -------  -------------------
MI_CLAIM_PAID_DATE           Date Mortgage Insurance Company Disbursed Claim                            MM/DD/YYYY
                             Payment
---------------------------  ----------------------------------------------------------------  -------  -------------------
MI_CLAIM_AMT_PAID            Amount Mortgage Insurance Company Paid On Claim                      2     No commas(,)
                                                                                                        or dollar signs
                                                                                                        ($)
---------------------------  ----------------------------------------------------------------  -------  -------------------
POOL_CLAIM_FILED_DATE        Date Claim Was Filed With Pool Insurance Company                           MM/DD/YYYY
---------------------------  ----------------------------------------------------------------  -------  -------------------
POOL_CLAIM_AMT               Amount of Claim Filed With Pool Insurance Company                    2     No commas(,)
                                                                                                        or dollar signs
                                                                                                        ($)
---------------------------  ----------------------------------------------------------------  -------  -------------------
POOL_CLAIM_PAID_DATE         Date Claim Was Settled and The Check Was Issued By                         MM/DD/YYYY
                             The Pool Insurer
---------------------------  ----------------------------------------------------------------  -------  -------------------
POOL_CLAIM_AMT_PAID          Amount Paid On Claim By Pool Insurance Company                       2     No commas(,)
                                                                                                        or dollar signs
                                                                                                        ($)
---------------------------  ----------------------------------------------------------------  -------  -------------------
FHA_PART_A_CLAIM_FILED_DATE  Date FHA Part A Claim Was Filed With HUD                                   MM/DD/YYYY
---------------------------  ----------------------------------------------------------------  -------  -------------------
FHA_PART_A_CLAIM_AMT         Amount of FHA Part A Claim Filed                                     2     No commas(,)
                                                                                                        or dollar signs
                                                                                                        ($)
---------------------------  ----------------------------------------------------------------  -------  -------------------
FHA_PART_A_CLAIM_PAID_DATE   Date HUD Disbursed Part A Claim Payment                                    MM/DD/YYYY
---------------------------  ----------------------------------------------------------------  -------  -------------------
FHA_PART_A_CLAIM_PAID_AMT    Amount HUD Paid on Part A Claim                                      2     No commas(,)
                                                                                                        or dollar signs
                                                                                                        ($)
---------------------------  ----------------------------------------------------------------  -------  -------------------
FHA_PART_B_CLAIM_FILED_DATE  Date FHA Part B Claim Was Filed With HUD                                   MM/DD/YYYY
---------------------------  ----------------------------------------------------------------  -------  -------------------
FHA_PART_B_CLAIM_AMT         Amount of FHA Part B Claim Filed                                     2     No commas(,)
                                                                                                        or dollar signs
                                                                                                        ($)
---------------------------  ----------------------------------------------------------------  -------  -------------------
FHA_PART_B_CLAIM_PAID_DATE   Date HUD Disbursed Part B Claim Payment                                    MM/DD/YYYY
---------------------------  ----------------------------------------------------------------  -------  -------------------
FHA_PART_B_CLAIM_PAID_AMT    Amount HUD Paid on Part B Claim                                      2     No commas(,)
                                                                                                        or dollar signs
                                                                                                        ($)
---------------------------  ----------------------------------------------------------------  -------  -------------------
VA_CLAIM_FILED_DATE          Date VA Claim Was Filed With the Veterans Admin                            MM/DD/YYYY
---------------------------  ----------------------------------------------------------------  -------  -------------------
VA_CLAIM_PAID_DATE           Date Veterans Admin. Disbursed VA Claim Payment                            MM/DD/YYYY
---------------------------  ----------------------------------------------------------------  -------  -------------------
VA_CLAIM_PAID_AMT            Amount Veterans Admin. Paid on VA Claim                              2     No commas(,)
                                                                                                        or dollar signs
                                                                                                        ($)
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

EXHIBIT  2:  STANDARD  FILE  CODES  -  DELINQUENCY  REPORTING

The  LOSS  MIT  TYPE  field  should  show  the  approved Loss Mitigation Code as
     ---------------
follows:

     -    ASUM-   Approved Assumption
     -    BAP-    Borrower Assistance Program
     -    CO-     Charge Off
     -    DIL-    Deed-in-Lieu
     -    FFA-    Formal Forbearance Agreement
     -    MOD-    Loan Modification
     -    PRE-    Pre-Sale
     -    SS-     Short Sale
     -    MISC-   Anything else approved by the PMI or Pool Insurer

NOTE:  Wells  Fargo  Bank will accept alternative Loss Mitigation Types to those
-----
above,  provided  that  they  are  consistent  with industry standards.  If Loss
Mitigation Types other than those above are used, the Servicer must supply Wells
Fargo  Bank  with  a  description  of each of the Loss Mitigation Types prior to
sending  the  file.

The  OCCUPANT  CODE field should show the current status of the property code as
     --------------
follows:

     -    Mortgagor
     -    Tenant
     -    Unknown
     -    Vacant

The  PROPERTY  CONDITION  field  should  show the last reported condition of the
     -------------------
property  as  follows:

     -    Damaged
     -    Excellent
     -    Fair
     -    Gone
     -    Good
     -    Poor
     -    Special Hazard
     -    Unknown


(page)
EXHIBIT  2:  STANDARD  FILE  CODES  -  DELINQUENCY  REPORTING,  CONTINUED

The  FNMA DELINQUENT REASON CODE field should show the Reason for Delinquency as
     ---------------------------
follows:

<TABLE>
<CAPTION>
     ------------------------------------------------------
     DELINQUENCY  DELINQUENCY DESCRIPTION
     CODE
     -----------  -----------------------------------------
<S>               <C>
     002          FNMA-Illness of principal mortgagor
     -----------  -----------------------------------------
     003          FNMA-Illness of mortgagor's family member
     -----------  -----------------------------------------
     004          FNMA-Death of mortgagor's family member
     -----------  -----------------------------------------
     005          FNMA-Marital difficulties
     -----------  -----------------------------------------
     006          FNMA-Curtailment of income
     -----------  -----------------------------------------
     007          FNMA-Excessive Obligation
     -----------  -----------------------------------------
     008          FNMA-Abandonment of property
     -----------  -----------------------------------------
     009          FNMA-Distant employee transfer
     -----------  -----------------------------------------
     011          FNMA-Property problem
     -----------  -----------------------------------------
     012          FNMA-Inability to sell property
     -----------  -----------------------------------------
     013          FNMA-Inability to rent property
     -----------  -----------------------------------------
     014          FNMA-Military Service
     -----------  -----------------------------------------
     015          FNMA-Other
     -----------  -----------------------------------------
     016          FNMA-Unemployment
     -----------  -----------------------------------------
     017          FNMA-Business failure
     -----------  -----------------------------------------
     019          FNMA-Casualty loss
     -----------  -----------------------------------------
     022          FNMA-Energy environment costs
     -----------  -----------------------------------------
     023          FNMA-Servicing problems
     -----------  -----------------------------------------
     026          FNMA-Payment adjustment
     -----------  -----------------------------------------
     027          FNMA-Payment dispute
     -----------  -----------------------------------------
     029          FNMA-Transfer of ownership pending
     -----------  -----------------------------------------
     030          FNMA-Fraud
     -----------  -----------------------------------------
     031          FNMA-Unable to contact borrower
     -----------  -----------------------------------------
     INC          FNMA-Incarceration
     ------------------------------------------------------
</TABLE>


(page)
EXHIBIT  2:  STANDARD  FILE  CODES  -  DELINQUENCY  REPORTING,  CONTINUED

The  FNMA  DELINQUENT  STATUS  CODE  field  should show the Status of Default as
     ------------------------------
follows:

<TABLE>
<CAPTION>
     -------------------------------------------------------
     STATUS CODE  STATUS DESCRIPTION
     -----------  ------------------------------------------
<S>               <C>
         09       Forbearance
     -----------  ------------------------------------------
         17       Pre-foreclosure Sale Closing Plan Accepted
     -----------  ------------------------------------------
         24       Government Seizure
     -----------  ------------------------------------------
         26       Refinance
     -----------  ------------------------------------------
         27       Assumption
     -----------  ------------------------------------------
         28       Modification
     -----------  ------------------------------------------
         29       Charge-Off
     -----------  ------------------------------------------
         30       Third Party Sale
     -----------  ------------------------------------------
         31       Probate
     -----------  ------------------------------------------
         32       Military Indulgence
     -----------  ------------------------------------------
         43       Foreclosure Started
     -----------  ------------------------------------------
         44       Deed-in-Lieu Started
     -----------  ------------------------------------------
         49       Assignment Completed
     -----------  ------------------------------------------
         61       Second Lien Considerations
     -----------  ------------------------------------------
         62       Veteran's Affairs-No Bid
     -----------  ------------------------------------------
         63       Veteran's Affairs-Refund
     -----------  ------------------------------------------
         64       Veteran's Affairs-Buydown
     -----------  ------------------------------------------
         65       Chapter 7 Bankruptcy
     -----------  ------------------------------------------
         66       Chapter 11 Bankruptcy
     -----------  ------------------------------------------
         67       Chapter 13 Bankruptcy
     -------------------------------------------------------
</TABLE>

                                    Exhibit E

                                    EXHIBIT K

                  REPORTING DATA FOR REALIZED LOSSES AND GAINS


          CALCULATION OF REALIZED LOSS/GAIN FORM 332- INSTRUCTION SHEET


NOTE:  DO  NOT  NET  OR  COMBINE  ITEMS.  SHOW ALL EXPENSES INDIVIDUALLY AND ALL
CREDITS AS SEPARATE LINE ITEMS.  CLAIM PACKAGES ARE DUE ON THE REMITTANCE REPORT
DATE.  LATE  SUBMISSIONS  MAY  RESULT  IN  CLAIMS  NOT  BEING  PASSED  UNTIL THE
FOLLOWING  MONTH.  THE  SERVICER  IS RESPONSIBLE TO REMIT ALL FUNDS PENDING LOSS
APPROVAL  AND  /OR  RESOLUTION  OF  ANY  DISPUTED  ITEMS.

          THE NUMBERS ON THE 332 FORM CORRESPOND WITH THE NUMBERS LISTED BELOW.

LIQUIDATION  AND  ACQUISITION  EXPENSES:
----------------------------------------

1.   The Actual  Unpaid  Principal  Balance  of  the  Mortgage  Loan.  For
     documentation,  an  Amortization  Schedule  from  date  of  default through
     liquidation  breaking  out  the net interest and servicing fees advanced is
     required.

2.   The Total  Interest  Due  less  the  aggregate amount of servicing fee that
     would  have been earned if all delinquent payments had been made as agreed.
     For  documentation,  an  Amortization Schedule from date of default through
     liquidation  breaking  out  the net interest and servicing fees advanced is
     required.

3.   Accrued  Servicing  Fees  based upon the Scheduled Principal Balance of the
     Mortgage  Loan  as  calculated  on  a  monthly basis. For documentation, an
     Amortization Schedule from date of default through liquidation breaking out
     the  net  interest  and  servicing  fees  advanced  is  required.

4-12. Complete  as  applicable.  Required  documentation:

     *  For  taxes  and  insurance advances - see page 2 of 332 form - breakdown
     required  showing  period

     of  coverage,  base  tax,  interest,  penalty.  Advances  prior  to default
     require  evidence  of  servicer  efforts  to  recover  advances.

      *  For  escrow  advances  -  complete  payment  history

     (to  calculate  advances  from  last  positive  escrow  balance  forward)

     *  Other  expenses  -  copies  of  corporate  advance  history  showing all
     payments

     *  REO  repairs  >  $1500  require  explanation

     *  REO  repairs  >$3000  require  evidence  of  at  least  2  bids.

     *  Short  Sale  or Charge Off require P&L supporting the decision and WFB's
     approved  Officer  Certificate

     *  Unusual  or  extraordinary  items  may  require  further  documentation.

13.  The total  of  lines  1  through  12.

Credits:
--------

14-21. Complete  as  applicable.  Required  documentation:

     *  Copy  of  the  HUD  1  from  the  REO  sale.  If  a  3rd Party Sale, bid
     instructions  and  Escrow  Agent  /  Attorney

     Letter  of  Proceeds  Breakdown.

     *  Copy  of  EOB  for  any  MI  or  gov't  guarantee

     *  All  other  credits  need  to  be  clearly  defined  on  the  332  form

22.  The total  of  lines  14  through  21.

Please  Note:     For  HUD/VA  loans, use line (18a) for Part A/Initial proceeds
-------------
                  and  line  (18b)  for  Part  B/Supplemental  proceeds.

TOTAL  REALIZED  LOSS  (OR  AMOUNT  OF  ANY  GAIN)
--------------------------------------------------
23.  The total  derived  from  subtracting  line  22  from  13.  If  the  amount
     represents  a  realized  gain,  show  the  amount  in  parenthesis  (  ).


(page)
                   CALCULATION OF REALIZED LOSS/GAIN FORM 332


     Prepared  by:  __________________               Date:  _______________

     Phone:  ______________________    Email  Address:_____________________


---------------------------  -----------------------  --------------------------
Servicer Loan No.            Servicer Name            Servicer Address


---------------------------  -----------------------  --------------------------

     WELLS  FARGO  BANK,  N.A.  LOAN  NO._____________________________

     Borrower's  Name: _________________________________________________________

     Property Address: _________________________________________________________

     LIQUIDATION TYPE:   REO SALE    3RD PARTY SALE    SHORT SALE     CHARGE OFF

     WAS THIS LOAN GRANTED A BANKRUPTCY DEFICIENCY OR CRAMDOWN     YES     NO
     If  "Yes",  provide  deficiency  or  cramdown  amount
                                                          ___________________

<TABLE>
<CAPTION>
LIQUIDATION AND ACQUISITION EXPENSES:
<S>                                                             <C>
     (1)     Actual Unpaid Principal Balance of Mortgage Loan   $__________(1)
     (2)     Interest accrued at Net Rate                        __________(2)
     (3)     Accrued Servicing Fees                              __________(3)
     (4)     Attorney's Fees                                     __________(4)
     (5)     Taxes (see page 2)                                  __________(5)
     (6)     Property Maintenance                                __________(6)
     (7)     MI/Hazard Insurance Premiums (see page 2)           __________(7)
     (8)     Utility Expenses                                    __________(8)
     (9)     Appraisal/BPO                                       __________(9)
     (10)    Property Inspections                                __________(10)
     (11)    FC Costs/Other Legal Expenses                       __________(11)
     (12)    Other (itemize)                                     __________(12)
             Cash for Keys_____________________________          __________(12)
             HOA/Condo Fees____________________________          __________(12)
             __________________________________________          __________(12)

             TOTAL EXPENSES                                     $__________(13)
     CREDITS:
     (14)    Escrow Balance                                     $__________(14)
     (15)    HIP Refund                                          __________(15)
     (16)    Rental Receipts                                     __________(16)
     (17)    Hazard Loss Proceeds                                __________(17)
     (18)    Primary Mortgage Insurance / Gov't Insurance        __________(18a) HUD Part A
                                                                 __________(18b) HUD Part B
     (19)    Pool Insurance Proceeds                             __________(19)
     (20)    Proceeds from Sale of Acquired Property             __________(20)
     (21)    Other (itemize)                                     __________(21)
     __________________________________________________          __________(21)

             TOTAL CREDITS                                      $__________(22)
     TOTAL REALIZED LOSS (OR AMOUNT OF GAIN)                    $__________(23)
</TABLE>


(page)
<TABLE>
<CAPTION>
ESCROW DISBURSEMENT DETAIL
--------------------------------------------------------------------------
   TYPE      DATE PAID  PERIOD OF  TOTAL PAID   BASE   PENALTIES  INTEREST
                        COVERAGE               AMOUNT
(TAX /INS.)
-----------  ---------  ---------  ----------  ------  ---------  --------
<S>          <C>        <C>        <C>         <C>     <C>        <C>

-----------  ---------  ---------  ----------  ------  ---------  --------


-----------  ---------  ---------  ----------  ------  ---------  --------


-----------  ---------  ---------  ----------  ------  ---------  --------


-----------  ---------  ---------  ----------  ------  ---------  --------


-----------  ---------  ---------  ----------  ------  ---------  --------


-----------  ---------  ---------  ----------  ------  ---------  --------


-----------  ---------  ---------  ----------  ------  ---------  --------


--------------------------------------------------------------------------
</TABLE>


(page)
                                    Exhibit F

                                    Exhibit D


         SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

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

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                                                      APPLICABLE
                                              SERVICING CRITERIA                                      SERVICING
                                                                                                      CRITERIA
-----------------------------------------------------------------------------------------------------------------
   REFERENCE                                      CRITERIA
----------------  ----------------------------------------------------------------------------------  -----------
                                      GENERAL SERVICING CONSIDERATIONS
<S>               <C>                                                                                 <C>
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(1)(i)     Policies and procedures are instituted to monitor any performance or other               X
                  triggers and events of default in accordance with the transaction agreements.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(1)(ii)    If any material servicing activities are outsourced to third parties, policies and       X
                  procedures are instituted to monitor the third party's performance and
                  compliance with such servicing activities.
----------------  ----------------------------------------------------------------------------------  -----------
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                X
                  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.
                  CASH COLLECTION AND ADMINISTRATION
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(2)(i)     Payments on mortgage loans are deposited into the appropriate custodial                  X
                  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.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(2)(ii)    Disbursements made via wire transfer on behalf of an obligor or to an investor           X
                  are made only by authorized personnel.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(2)(iii)   Advances of funds or guarantees regarding collections, cash flows or                     X
                  distributions, and any interest or other fees charged for such advances, are
                  made, reviewed and approved as specified in the transaction agreements.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(2)(iv)    The related accounts for the transaction, such as cash reserve accounts or               X
                  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.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(2)(v)     Each custodial account is maintained at a federally insured depository                   X
                  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.
----------------  ----------------------------------------------------------------------------------  -----------
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                     X
                  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.
                  INVESTOR REMITTANCES AND REPORTING
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(3)(i)     Reports to investors, including those to be filed with the Commission, are               X
                  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.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(3)(ii)    Amounts due to investors are allocated and remitted in accordance with                   X
                  timeframes, distribution priority and other terms set forth in the transaction
                  agreements.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(3)(iii)   Disbursements made to an investor are posted within two business days to                 X
                  the Servicer's investor records, or such other number of days specified in the
                  transaction agreements.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(3)(iv)    Amounts remitted to investors per the investor reports agree with cancelled              X
                  checks, or other form of payment, or custodial bank statements.
----------------  ----------------------------------------------------------------------------------  -----------
                  POOL ASSET ADMINISTRATION
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(4)(i)     Collateral or security on mortgage loans is maintained as required by the                X
                  transaction agreements or related mortgage loan documents.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(4)(ii)    Mortgage loan and related documents are safeguarded as required by the                   X
                  transaction agreements
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(4)(iii)   Any additions, removals or substitutions to the asset pool are made, reviewed            X
                  and approved in accordance with any conditions or requirements in the
                  transaction agreements.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(4)(iv)    Payments on mortgage loans, including any payoffs, made in accordance                    X
                  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.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(4)(v)     The Servicer's records regarding the mortgage loans agree with the                       X
                  Servicer's records with respect to an obligor's unpaid principal balance.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(4)(vi)    Changes with respect to the terms or status of an obligor's mortgage loans               X
                  (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.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(4)(vii)   Loss mitigation or recovery actions (e.g., forbearance plans, modifications              X
                  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.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(4)(viii)  Records documenting collection efforts are maintained during the period a                X
                  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).
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(4)(ix)    Adjustments to interest rates or rates of return for mortgage loans with                 X
                  variable rates are computed based on the related mortgage loan documents.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(4)(x)     Regarding any funds held in trust for an obligor (such as escrow accounts):              X
                  (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.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(4)(xi)    Payments made on behalf of an obligor (such as tax or insurance payments)                X
                  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.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(4)(xii)   Any late payment penalties in connection with any payment to be made on                  X
                  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.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(4)(xiii)  Disbursements made on behalf of an obligor are posted within two business                X
                  days to the obligor's records maintained by the servicer, or such other
                  number of days specified in the transaction agreements.
----------------  ----------------------------------------------------------------------------------  -----------
1122(d)(4)(xiv)   Delinquencies, charge-offs and uncollectible accounts are recognized and                 X
                  recorded in accordance with the transaction agreements.
----------------  ----------------------------------------------------------------------------------  -----------
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.
-----------------------------------------------------------------------------------------------------------------
</TABLE>



                            EMC MORTGAGE CORPORATION

                                    PURCHASER

                                       AND

                             WELLS FARGO BANK, N.A.

                                     COMPANY


              ---------------------------------------------------


                           AMENDED AND RESTATED MASTER
                   SELLER'S WARRANTIES AND SERVICING AGREEMENT

                          DATED AS OF NOVEMBER 1, 2005


              ---------------------------------------------------


                  FIXED RATE AND ADJUSTABLE RATE MORTGAGE LOANS


(page)
                                  TABLE OF CONTENTS


ARTICLE I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS. . . . .  14

ARTICLE III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH . . . . . . . . . .  17

ARTICLE IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS . . . . . . . . . . . .  36

ARTICLE V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53

PAYMENTS TO PURCHASER. . . . . . . . . . . . . . . . . . . . . . . . .  53

ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55

GENERAL SERVICING PROCEDURES . . . . . . . . . . . . . . . . . . . . .  55

ARTICLE VII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60

COMPANY TO COOPERATE . . . . . . . . . . . . . . . . . . . . . . . . .  60

ARTICLE VIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60

THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60

ARTICLE IX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62

SECURITIZATION TRANSACTIONS; WHOLE LOAN TRANSFERS AND AGENCY
TRANSFERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62

ARTICLE X. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73

DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73

ARTICLE XI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74

TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74

ARTICLE XII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75

MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . .  75


                                    EXHIBITS

               Exhibit  A               Form  of  Assignment  and  Conveyance
                                        Agreement
               Exhibit  B               Custodial  Agreement
               Exhibit  C               Contents of Each Retained Mortgage File,
                                        Servicing  File  and  Custodial Mortgage
                                        File
               Exhibit  D               Servicing  Criteria
               Exhibit  E               Form  of  Sarbanes  Certification
               Exhibit  F               Form  of  Sarbanes-Oxley  Back-Up
                                        Certification
               Exhibit  G               Form  of  Assignment,  Assumption  and
                                        Recognition  Agreement
               Exhibit  H               Electronic  Data  File


(page)
     This  is  an  Amended and Restated Master Seller's Warranties and Servicing
Agreement  for  residential  first  mortgage  loans,  dated  and effective as of
November 1, 2005, and is executed between EMC Mortgage Corporation, as purchaser
(the  "Purchaser"),  and  Wells  Fargo  Bank,  N.A., as seller and servicer (the
"Company").


                               W I T N E S S E T H
                               - - - - - - - - - -


     WHEREAS,  the  Purchaser  has  agreed  to purchase from the Company and the
Company  has  agreed  to  sell  to  the  Purchaser  from  time  to  time (each a
"Transaction")  certain  residential  Mortgage Loans which shall be delivered as
whole  loans (each a "Loan Package") on various dates (each a "Closing Date") as
provided  for in certain Assignment and Conveyance Agreements by and between the
Purchaser  and  the  Company  as  executed  from  time  to  time;  and

     WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust
or  other  security  instrument  creating a first lien on a residential dwelling
located in the jurisdiction indicated on the related Mortgage Loan Schedule; and

     WHEREAS,  the  Purchaser  and  the  Company wish to prescribe the manner of
purchase  of the Mortgage Loans and the conveyance, servicing and control of the
Mortgage  Loans.

     NOW,  THEREFORE,  in consideration of the mutual agreements hereinafter set
forth,  and  for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the Purchaser and the Company agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

     Whenever  used  herein, the following words and phrases, unless the content
otherwise  requires,  shall  have  the  following  meanings:

     Accepted  Servicing  Practices:  With  respect  to any Mortgage Loan, those
     ------------------------------
mortgage  servicing  practices  of  prudent  mortgage lending institutions which
service  mortgage  loans  of  the  same  type  as  such  Mortgage  Loan  in  the
jurisdiction  where  the  related  Mortgaged  Property  is  located.

     Adjustment  Date:  As  to  each  adjustable rate Mortgage Loan, the date on
     ----------------
which the Mortgage Interest Rate is adjusted in accordance with the terms of the
related  Mortgage  Note  and  Mortgage.

     Agency/Agencies:  Fannie  Mae,  Freddie  Mac  or  GNMA,  or  any of them as
     ---------------
applicable.

     Agency Transfer:  Any sale or transfer of some or all of the Mortgage Loans
     ---------------
by  the  Purchaser  to  an Agency which sale or transfer is not a Securitization
Transaction  or  Whole  Loan  Transfer.

     Agreement:  This  Amended  and  Restated  Master  Seller's  Warranties  and
     ---------
Servicing  Agreement  and  all  amendments  hereof  and  supplements  hereto.

     ALTA:  The  American  Land  Title  Association  or  any  successor thereto.
     ----

     Appraised  Value:  With respect to any Mortgage Loan, the lesser of (i) the
     ----------------
value  set forth on the appraisal made in connection with the origination of the
related  Mortgage  Loan  as the value of the related Mortgaged Property, or (ii)
the  purchase  price  paid for the Mortgaged Property, provided, however, in the
case  of  a  refinanced  Mortgage  Loan, such value shall be based solely on the
appraisal  made  in  connection  with  the  origination  of  such Mortgage Loan.

     Assignment  and Conveyance Agreement:     With respect to each Transaction,
     ------------------------------------
the  agreement  between the Purchaser and the Company conveying to the Purchaser
all  the right, title and interest of the Company in and to the related Mortgage
Loans  listed on the related Mortgage Loan Schedule, a form of which is attached
hereto  as  Exhibit  A.

     Assignment  of Mortgage:  An assignment of the Mortgage, notice of transfer
     -----------------------
or  equivalent  instrument  in recordable form, sufficient under the laws of the
jurisdiction  wherein  the  related Mortgaged Property is located to reflect the
sale  of  the  Mortgage  to  the  Purchaser  or if the related Mortgage has been
recorded  in  the name of MERS or its designee, such actions as are necessary to
cause  the  Purchaser  to  be  shown as the owner of the related Mortgage on the
records  of MERS for purposes of the system of recording transfers of beneficial
ownership  of  mortgages  maintained  by  MERS,  including assignment of the MIN
Number which will appear either on the Mortgage or the Assignment of Mortgage to
MERS.

     Assignment  of  Mortgage  Note  and  Pledge  Agreement:  With  respect to a
     ------------------------------------------------------
Cooperative  Loan,  an  assignment  of  the  Mortgage Note and Pledge Agreement.

     Assignment  of  Proprietary  Lease:  With respect to a Cooperative Loan, an
     ----------------------------------
assignment  of  the  Proprietary  Lease  sufficient  under  the  laws  of  the
jurisdiction  wherein the related Cooperative Apartment is located to effect the
assignment  of  such  Proprietary  Lease.

     Business  Day:  Any  day other than (i) a Saturday or Sunday, or (ii) a day
     -------------
on  which  banking  and  savings  and  loan institutions in the states where the
parties  are located or are authorized or obligated by law or executive order to
be  closed.

     Buydown Agreement:  An agreement between the Company and a Mortgagor, or an
     -----------------
agreement among the Company, a Mortgagor and a seller of a Mortgaged Property or
a third party with respect to a Mortgage Loan which provides for the application
of  Buydown  Funds.

     Buydown  Funds:   In  respect  of  any  Buydown  Mortgage  Loan, any amount
     --------------
contributed  by the seller of a Mortgaged Property subject to a Buydown Mortgage
Loan, the buyer of such property, the Company or any other source, plus interest
earned thereon, in order to enable the Mortgagor to reduce the payments required
to  be  made  from  the Mortgagor's funds in the early years of a Mortgage Loan.

     Buydown  Mortgage Loan:  Any Mortgage Loan in respect of which, pursuant to
     ----------------------
a  Buydown Agreement, (i) the Mortgagor pays less than the full Monthly Payments
specified  in  the Mortgage Note for a specified period, and (ii) the difference
between the payments required under such Buydown Agreement and the Mortgage Note
is  provided  from  Buydown  Funds.

     Buydown  Period:  The  period of time when a Buydown Agreement is in effect
     ---------------
with  respect  to  a  related  Buydown  Mortgage  Loan.

     Closing  Date:  The  date  or  dates,  set  forth in the related Commitment
     -------------
Letter,  on which from time to time the Purchaser shall purchase and the Company
shall  sell  the Mortgage Loans listed on the related Mortgage Loan Schedule for
each  Transaction.

     Code:  The Internal Revenue Code of 1986, as it may be amended from time to
     ----
time  or  any  successor  statute thereto, and applicable U.S. Department of the
Treasury  regulations  issued  pursuant  thereto.

     Commission:  The  United  States  Securities  and  Exchange  Commission.
     ----------

     Commitment  Letter:  The  commitment  letter  executed  in relation to each
     ------------------
Transaction  that  sets  forth,  among  other things, the Purchase Price for the
related  Mortgage  Loans.

     Company:  Wells  Fargo Bank, N.A., or its successor in interest or assigns,
     -------
or  any  successor  to  the  Company  under  this  Agreement appointed as herein
provided.

     Company  Information:  As  defined  in  Section  9.01(f)(i)(A).
     ---------------------

     Condemnation Proceeds:  All awards or settlements in respect of a Mortgaged
     ---------------------
Property, whether permanent or temporary,  partial or entire, by exercise of the
power  of  eminent  domain  or  condemnation,  to  the extent not required to be
released  to  a  Mortgagor  in accordance with the terms of the related Mortgage
Loan  Documents.

     Cooperative:  The  entity  that holds title (fee or an acceptable leasehold
     -----------
estate)  to  all  of the real property that the Project comprises, including the
land,  separate  dwelling  units  and  all  common  areas.

     Cooperative  Apartment:  The  specific  dwelling  unit  relating  to  a
     ----------------------
Cooperative  Loan.

     Cooperative  Lien  Search:  A  search for (a) federal tax liens, mechanics'
     -------------------------
liens,  lis  pendens,  judgments  of  record  or  otherwise  against  (i)  the
Cooperative,  (ii) the seller of the Cooperative Apartment and (iii) the Company
if  the Cooperative Loan is a refinanced Mortgage Loan, (b) filings of financing
statements  and  (c)  the  deed  of  the  Project  into  the  Cooperative.

     Cooperative Loan: A Mortgage Loan that is secured by Cooperative Shares and
     ----------------
a  Proprietary Lease granting exclusive rights to occupy the related Cooperative
Apartment.

     Cooperative  Shares:  The shares of stock issued by a Cooperative, owned by
     --------------------
the  Mortgagor,  and  allocated  to  a  Cooperative  Apartment.

     Covered  Loan:  A  Mortgage  Loan  categorized as "Covered" pursuant to the
     -------------
Standard  &  Poor's Glossary for File Format for LEVELS(R) Version 5.6, Appendix
E,  as  revised  from  time  to time and in effect on each related Closing Date.

     Custodial Account:  The separate account or accounts created and maintained
     -----------------
pursuant  to  Section  4.04.

     Custodial  Agreement:  The  agreement  governing  the  retention  of  the
     --------------------
originals  of  each  Mortgage  Note,  Mortgage, Assignment of Mortgage and other
Mortgage  Loan  Documents,  a  form  of  which  is  annexed hereto as Exhibit B.

     Custodial Mortgage File:  The items referred to as items (1), (2), (4), (5)
     -----------------------
and  (10)  in  Exhibit  C  annexed  hereto to be delivered by the Company to the
Custodian  on  the  related  Closing  Date with respect to a particular Mortgage
Loan,  and  any  additional  documents  required  to  be  added to the Custodial
Mortgage  File  and  delivered  to  the  custodian  pursuant  to this Agreement.

     Custodian:  The  custodian  under the Custodial Agreement, or its successor
     ---------
in  interest  or  assigns, or any successor to the Custodian under the Custodial
Agreement  as  provided  therein.

     Cut-off  Date: With respect to each Transaction, the first day of the month
     -------------
in  which  the  related  Closing  Date  occurs.

     Deleted Mortgage Loan:  A Mortgage Loan which is repurchased by the Company
     ---------------------
in  accordance  with  the terms of this Agreement and which is, in the case of a
substitution  pursuant  to  Section  3.03,  replaced  or  to  be replaced with a
Qualified  Substitute  Mortgage  Loan.

     Depositor:  The  depositor,  as such term is defined in Regulation AB, with
     ---------
respect  to  any  Securitization  Transaction.

     Determination  Date:  The  Business  Day  immediately preceding the related
     -------------------
Remittance  Date.

     Due  Date:  The  first day of the month on which the Monthly Payment is due
     ---------
on  a  Mortgage  Loan,  exclusive  of  any  days  of  grace.

     Due Period:  With respect to each Remittance Date, the period commencing on
     ----------
the  second  day  of  the  month  preceding the month of the Remittance Date and
ending  in  the  first  day  of  the  month  of  the  Remittance  Date.

     Electronic  Data File:  The final electronic file of the Mortgage Loans, in
     ---------------------
relation  to each Transaction, provided by Company to the Purchaser on or before
the  related  Closing  Date.

     Errors  and  Omissions Insurance Policy:  An errors and omissions insurance
     ---------------------------------------
policy  to  be  maintained  by  the  Company  pursuant  to  Section  4.12.

     Escrow  Account:  The  separate  account or accounts created and maintained
     ---------------
pursuant  to  Section  4.06.

     Escrow  Payments:  With  respect  to  any  Mortgage  Loan,  the  amounts
     ----------------
constituting  ground  rents,  taxes,  assessments,  water  rates,  sewer  rents,
municipal  charges,  mortgage  insurance  premiums,  fire  and  hazard insurance
premiums, condominium charges, and any other payments required to be escrowed by
the  Mortgagor  with the mortgagee pursuant to the Mortgage or any other related
document.

     Event of Default:  Any one of the conditions or circumstances enumerated in
     ----------------
Section  10.01.

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

     Fannie  Mae:  The  Federal  National  Mortgage Association or any successor
     -----------
thereto.

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

     Fidelity Bond:  A fidelity bond to be maintained by the Company pursuant to
     -------------
Section  4.12.

     Freddie  Mac:  The  Federal Home Loan Mortgage Corporation or any successor
     ------------
thereto.

     Gross  Margin:  With  respect  to  each  adjustable rate Mortgage Loan, the
     -------------
fixed percentage amount set forth in the related Mortgage Note which is added to
the  Index  in order to determine the related Interest Rate, as set forth in the
Mortgage  Loan  Schedule.

     High Cost Loan:  A Mortgage Loan classified as (a) a "high cost" loan under
     --------------
the  Home  Ownership  and Equity Protection Act of 1994, (b) a "high cost home,"
"threshold,"  "covered," "high risk home," "predatory" or similar loan under any
other  applicable state, federal or local law or (c) a Mortgage Loan categorized
as  "High  Cost"  pursuant to the Standard & Poor's Glossary for File Format for
LEVELS(R) Version 5.6, Appendix E, as revised from time to time and in effect on
each  related  Closing  Date.

     Home  Loan:  A  Mortgage  Loan  categorized  as "Home Loan" pursuant to the
     ----------
Standard  &  Poor's Glossary for File Format for LEVELS(R) Version 5.6, Appendix
E,  as  revised  from  time  to time and in effect on each related Closing Date.

     Incremental Interest:  As to any Incremental Rate Mortgage Loan, the amount
     ---------------------
of  interest accrued on such Mortgage Loan attributable to the Incremental Rate;
provided,  however,  that  with  respect  to any payment of interest received in
respect  of  such  a Mortgage Loan (whether paid by the Mortgagor or received as
Liquidation  Proceeds  or  otherwise)  which  is  less  than  the full amount of
interest  then due with respect to such Mortgage Loan, only that portion of such
payment of interest that bears the same relationship to the total amount of such
payment of interest as the Incremental Rate, if any, in respect of such Mortgage
Loan  bears  to the Mortgage Interest Rate shall be allocated to the Incremental
Interest  with  respect  thereto.

     Incremental  Rate:  For  an  Incremental  Rate Mortgage Loan, the per annum
     ------------------
increase  to the initial Mortgage Interest Rate set forth in the addendum to the
related  Mortgage  Note,  which  increase  takes  effect  upon the occurrence of
certain  specified  conditions prior to the first Adjustment Date and remains in
effect  until  the  first  Adjustment  Date.

     Incremental  Rate  Mortgage  Loan:  A  Mortgage  Loan for which the related
     ----------------------------------
Mortgage  Note  includes  an addendum that allows for an increase to the initial
Mortgage  Interest  Rate  upon  the  occurrence of certain specified conditions.

     Index:  With  respect  to  any  adjustable  rate  Mortgage  Loan, the index
     -----
identified  on  the Mortgage Loan Schedule and set forth in the related Mortgage
Note  for  the  purpose  of  calculating  the  interest  thereon.

     Insurance  Proceeds:  With  respect  to  each  Mortgage  Loan,  proceeds of
     -------------------
insurance policies insuring the Mortgage Loan or the related Mortgaged Property.

     Interest  Only  Mortgage  Loan:  A Mortgage Loan for which an interest-only
     ------------------------------
payment  feature  is  allowed  during  the interest-only period set forth in the
related  Mortgage  Note.

     Lender  Paid  Mortgage  Insurance  Policy  orLPMI Policy:  A PMI Policy for
     --------------------------------------------------------
which  the  Company  pays all premiums from its own funds, without reimbursement
therefor.

     Liquidation  Proceeds:  Cash received in connection with the liquidation of
     ---------------------
a  defaulted  Mortgage  Loan,  whether  through  the  sale or assignment of such
Mortgage Loan, trustee's sale, foreclosure sale or otherwise, or the sale of the
related Mortgaged Property if the Mortgaged Property is acquired in satisfaction
of  the  Mortgage  Loan.

     Loan-to-Value  Ratio  or LTV:  With respect to any Mortgage Loan, the ratio
     ----------------------------
of  the  original  loan  amount  of the Mortgage Loan at its origination (unless
otherwise  indicated)  to  the  Appraised  Value  of  the  Mortgaged  Property.

     MERS:  Mortgage  Electronic  Registration  Systems,  Inc.,  a  Delaware
     ----
corporation,  or  any  successor  in  interest  thereto.

     MERS  Mortgage  Loan:  Any  Mortgage  Loan registered with MERS on the MERS
     --------------------
System

     MERS  System: The system of recording transfers of mortgages electronically
     ------------
maintained  by  MERS.

     MIN:  Mortgage  Identification  Number  used  to  identify  mortgage  loans
     ---
registered  under  MERS.

     Monthly  Advance:  The  portion  of each Monthly Payment that is delinquent
     ----------------
with respect to each Mortgage Loan at the close of business on the Determination
Date,  required  to  be  advanced by the Company pursuant to Section 5.03 on the
Business  Day  immediately  preceding  the Remittance Date of the related month.

     Monthly  Payment:  The  scheduled monthly payment of principal and interest
     ----------------
on a Mortgage Loan or in the case of an Interest Only Mortgage Loan, payments of
(i) interest, or (ii) principal and interest, if applicable, on a Mortgage Loan.

     Mortgage:  The  mortgage,  deed  of  trust  or  other instrument securing a
     --------
Mortgage  Note,  which  creates  a first lien on an unsubordinated estate in fee
simple  in  real  property  securing  the  Mortgage Note or the Pledge Agreement
securing  the  Mortgage  Note  for  a  Cooperative  Loan.

     Mortgage  Impairment  Insurance  Policy:  A  mortgage impairment or blanket
     ---------------------------------------
hazard  insurance  policy  as  described  in  Section  4.11.

     Mortgage  Interest  Rate:  The  annual rate of interest borne on a Mortgage
     ------------------------
Note  in  accordance  with  the  provisions  of  the  Mortgage  Note.

     Mortgage  Loan:  An  individual  mortgage loan which is the subject of this
     --------------
Agreement,  each  Mortgage  Loan  originally  sold and subject to this Agreement
being  identified  on  the  Mortgage Loan Schedule, which Mortgage Loan includes
without  limitation the Retained Mortgage File, the Custodial Mortgage File, the
Monthly  Payments,  Principal  Prepayments,  Liquidation  Proceeds, Condemnation
Proceeds,  Insurance  Proceeds,  REO  Disposition Proceeds and all other rights,
benefits,  proceeds  and  obligations  arising  from  or in connection with such
Mortgage  Loan.

     Mortgage  Loan  Documents:  With  respect  to a Mortgage Loan, the original
     -------------------------
related  Mortgage  Note with applicable addenda and riders, the original related
Security  Instrument  and  the originals of any required addenda and riders, the
original  related  Assignment  and any original intervening related Assignments,
the  original  related  title  insurance  policy and evidence of the related PMI
Policy,  if  any.

     Mortgage  Loan  Remittance  Rate:  With  respect to each Mortgage Loan, the
     --------------------------------
annual  rate  of interest remitted to the Purchaser, which shall be equal to the
Mortgage  Interest  Rate  minus  the  Servicing  Fee  Rate.

     Mortgage  Loan  Schedule:  With  respect to each Transaction, a schedule of
     -------------------------
Mortgage Loans, which shall be attached to the related Assignment and Conveyance
Agreement, setting forth the following information with respect to each Mortgage
Loan: (1) the Company's Mortgage Loan number; (2) the city state and zip code of
the  Mortgaged Property; (3) a code indicating whether the Mortgaged Property is
a  single  family  residence,  two-family  residence,  three-family  residence,
four-family  residence,  a  Cooperative  Loan,  planned  unit  development  or
condominium;  (4)  the  current  Mortgage  Interest  Rate;  (5)  the current net
Mortgage  Interest  Rate; (6) the current Monthly Payment; (7) the Gross Margin;
(8)  the  original  term  to maturity; (9) the scheduled maturity date; (10) the
principal  balance  of  the  Mortgage  Loan as of the related Cut-off Date after
deduction  of  payments  of  principal due on or before the related Cut-off Date
whether or not collected; (11) the Loan-to-Value; (12) the next Adjustment Date;
(13)  the lifetime Mortgage Interest Rate cap; (14) whether the Mortgage Loan is
convertible  or  not;  (15)  a  code  indicating the mortgage guaranty insurance
company;  (16)  a  code  indicating  whether  the Mortgage Loan contains pledged
assets;  (17)  a code indicating whether the Mortgage Loan has balloon payments;
(18)  a  code  indicating whether the Mortgage Loan is an Interest Only Mortgage
Loan; (16) a field indicating whether the Mortgage Loan is a Home Loan; and (17)
the  Servicing  Fee.

     Mortgage  Note:  The  note  or  other  evidence  of  the  indebtedness of a
     --------------
Mortgagor  secured  by  a  Mortgage.

     Mortgaged  Property:  The  real  property  securing  repayment  of the debt
     -------------------
evidenced  by  a  Mortgage  Note,  or  with  respect  to a Cooperative Loan, the
Cooperative  Apartment.

     Mortgagor:  The  obligor  on  a  Mortgage  Note.
     ---------

     Officer's  Certificate:  A  certificate signed by the Chairman of the Board
     ----------------------
or  the  Vice  Chairman  of the Board or the President or a Vice President or an
Assistant  Vice President and certified by the Treasurer or the Secretary or one
of  the  Assistant  Treasurers  or  Assistant  Secretaries  of  the Company, and
delivered  to  the  Purchaser  as  required  by  this  Agreement.

     Opinion  of  Counsel:  A written opinion of counsel, who may be an employee
     --------------------
of  the  Company,  reasonably  acceptable  to  the  Purchaser.

     Periodic  Interest Rate Cap:  As to each adjustable rate Mortgage Loan, the
     ---------------------------
maximum  increase  or  decrease  in the Mortgage Interest Rate on any Adjustment
Date  pursuant  to  the  terms  of  the  Mortgage  Note.

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

     Pledge  Agreement:  With  respect  to  a  Cooperative  Loan,  the  specific
     -----------------
agreement  creating a first lien on and pledge of the Cooperative Shares and the
appurtenant  Proprietary  Lease.

     Pledge  Instruments:  With  respect to a Cooperative Loan, the Stock Power,
     -------------------
the  Assignment of the Proprietary Lease and the Assignment of the Mortgage Note
and  Pledge  Agreement.

     PMI  Policy:  A  policy of primary mortgage guaranty insurance evidenced by
     -----------
an  electronic  form  and  certificate  number issued by a Qualified Insurer, as
required  by  this  Agreement  with  respect  to  certain  Mortgage  Loans.

     Prime Rate:  The prime rate announced to be in effect from time to time, as
     ----------
published  as  the  average  rate  in  The  Wall  Street  Journal.

     Principal  Prepayment:  Any  payment  or  other  recovery of principal on a
     ---------------------
Mortgage  Loan which is received in advance of its scheduled Due Date, including
any  prepayment  penalty  or  premium thereon and which is not accompanied by an
amount  of  interest representing scheduled interest due on any date or dates in
any  month  or  months  subsequent  to  the  month  of  prepayment.

     Principal  Prepayment  Period:  The  month preceding the month in which the
     -----------------------------
related  Remittance  Date  occurs.

     Project:  With  respect  to  a Cooperative Loan, all real property owned by
     -------
the  related  Cooperative  including  the  land, separate dwelling units and all
common  areas.

     Proprietary  Lease:  With  respect  to  a  Cooperative  Loan,  a lease on a
     ------------------
Cooperative  Apartment  evidencing  the  possessory interest of the Mortgagor in
such  Cooperative  Apartment.

     Purchaser:  EMC  Mortgage  Corporation, or its successor in interest or any
     ---------
successor  to  the  Purchaser  under  this  Agreement  as  herein  provided.

     Purchase  Price:  The  purchase  price  for  each  Loan Package shall be as
     ---------------
stated  in  the  related  Commitment  Letter.

     Qualified  Correspondent:  Any  Person  from  which  the  Company purchased
     ------------------------
Mortgage  Loans,  provided that the following conditions are satisfied: (i) such
Mortgage  Loans were originated pursuant to an agreement between the Company and
such  Person  that contemplated that such person would underwrite mortgage loans
from  time  to  time,  for  sale to the Company, in accordance with underwriting
guidelines  designated  by  the  Company ("Designated Guidelines") or guidelines
that  do not vary materially from such Designated Guidelines; (ii) such Mortgage
Loans  were  in  fact  underwritten  as  described  in clause (i) above and were
acquired  by the Company within 180 days after origination; (iii) either (x) the
Designated  Guidelines  were,  at  the time such Mortgage Loans were originated,
used  by  the  Company  in origination of mortgage loans of the same type as the
Mortgage  Loans  for  the Company's own account or (y) the Designated Guidelines
were,  at  the  time  such  Mortgage  Loans were underwritten, designated by the
Company  on  a consistent basis for use by lenders in originating mortgage loans
to  be purchased by the Company; and (iv) the Company employed, at the time such
Mortgage  Loans  were  acquired  by the Company, pre-purchased or post-purchased
quality assurance procedures (which may involve, among other things, review of a
sample  or  mortgage  loans purchased during a particular time period or through
particular  channels)  designed  to  ensure that Persons from which it purchased
mortgage  loans  properly  applied  the  underwriting criteria designated by the
Company.

     Qualified  Depository:  A  deposit  account  or  accounts maintained with a
     ---------------------
federal  or  state  chartered  depository  institution the deposits in which are
insured  by  the FDIC to the applicable limits and the short-term unsecured debt
obligations  of  which  (or,  in  the case of a depository institution that is a
subsidiary  of  a  holding company, the short-term unsecured debt obligations of
such  holding  company)  are  rated  A-1  by  Standard & Poor's Ratings Group or
Prime-1  by  Moody's  Investors Service, Inc. (or a comparable rating if another
rating agency is specified by the Purchaser by written notice to the Company) at
the  time  any  deposits  are  held  on  deposit  therein.

     Qualified  Insurer:  A  mortgage guaranty insurance company duly authorized
     ------------------
and  licensed  where  required  by  law  to transact mortgage guaranty insurance
business  and  approved  as  an  insurer  by  Fannie  Mae  or  Freddie  Mac.

     Qualified  Substitute  Mortgage  Loan:  A  mortgage  loan  eligible  to  be
     -------------------------------------
substituted  by  the Company for a Deleted Mortgage Loan which must, on the date
of such substitution, (i) have an outstanding principal balance, after deduction
of  all scheduled payments due in the month of substitution (or in the case of a
substitution  of  more  than  one  mortgage loan for a Deleted Mortgage Loan, an
aggregate  principal  balance), not in excess of the Stated Principal Balance of
the  Deleted  Mortgage  Loan; (ii) have a Mortgage Loan Remittance Rate not less
than  and  not  more  than  two  percent  (2%)  greater  than  the Mortgage Loan
Remittance  Rate  of  the  Deleted Mortgage Loan; (iii) have a remaining term to
maturity  not  greater  than  and  not  more than one year less than that of the
Deleted Mortgage Loan; (iv) be of the same type as the Deleted Mortgage Loan and
(v)  comply with each representation and warranty set forth in Sections 3.01 and
3.02.

     Rating  Agency/Agencies:  Any  nationally  recognized  statistical  Rating
     -----------------------
Agency,  or  its  successors,  including  Standard  &  Poor's, a division of The
McGraw-Hill  Companies,  Moody's  Investors  Service,  Inc.  and  Fitch Ratings.

     Recognition  Agreement:  An  agreement  whereby  a Cooperative and a lender
     ----------------------
with respect to a Cooperative Loan (i) acknowledge that such lender may make, or
intends  to  make,  such Cooperative Loan, and (ii) make certain agreements with
respect  to  such  Cooperative  Loan.

     Reconstitution:  Any  Securitization  Transaction  or  Whole Loan Transfer.
     --------------

     Reconstitution  Agreement:  The agreement or agreements entered into by the
     -------------------------
Company  and  the  Purchaser  and/or certain third parties on the Reconstitution
Date  or  Dates  with  respect  to  any  or  all  of the Mortgage Loans serviced
hereunder,  in  connection  with  a  Whole  Loan  Transfer  or  Securitization
Transaction.

     Reconstitution  Date:  The  date  on which any or all of the Mortgage Loans
     --------------------
serviced  under  this  Agreement  may  be  removed  from  this  Agreement  and
reconstituted  as part of a Securitization Transaction, Agency Transfer or Whole
Loan Transfer pursuant to Section 9.01 hereof.  The Reconstitution Date shall be
such  date  as  the  Purchaser  shall  designate.

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

     REMIC:  A  "real  estate mortgage investment conduit" within the meaning of
     -----
Section  860D  of  the  Code.

     REMIC  Provisions:  Provisions  of the federal income tax law relating to a
     -----------------
REMIC,  which  appear at Section 860A through 860G of Subchapter M of Chapter 1,
Subtitle  A  of  the  Code,  and  related  provisions,  regulations,  rulings or
pronouncements  promulgated  thereunder,  as the foregoing may be in effect from
time  to  time.

     Remittance  Date:  The 18th day (or if such 18th day is not a Business Day,
     ----------------
the  first  Business  Day  immediately  following)  of  any  month.

     REO  Disposition:  The  final  sale  by  the  Company  of any REO Property.
     ----------------

     REO  Disposition  Proceeds:  All  amounts  received  with respect to an REO
     --------------------------
Disposition  pursuant  to  Section  4.16.

     REO  Property:  A  Mortgaged  Property acquired by the Company on behalf of
     -------------
the  Purchaser  through  foreclosure  or  by  deed  in  lieu  of foreclosure, as
described  in  Section  4.16.

     Repurchase  Price:  Unless  agreed  otherwise  by  the  Purchaser  and  the
     -----------------
Company,  a price equal to (i) the Stated Principal Balance of the Mortgage Loan
plus  (ii)  interest  on  such  Stated  Principal  Balance  at the Mortgage Loan
Remittance  Rate  from  the  date  on  which  interest  has  last  been paid and
distributed  to  the  Purchaser  through the last day of the month in which such
repurchase  takes  place,  less  amounts received or advanced in respect of such
repurchased  Mortgage  Loan  which  are  being held in the Custodial Account for
distribution  in  the  month  of  repurchase.

     Retained  Mortgage File:  The items referred to as items (3), (6), (7), (8)
     -----------------------
and  (9) in Exhibit C annexed hereto with respect  to a particular Mortgage Loan
that  are  not  required  to  be  delivered  to  the  Custodian pursuant to this
Agreement,  and  any  additional  documents required to be added to the Retained
Mortgage  File  pursuant  to  this  Agreement.

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

     Securitization Transaction:  Any transaction involving either (a) a sale or
     --------------------------
other transfer of some or all of the Mortgage Loans directly or indirectly to an
issuing  entity  in connection with an issuance of publicly offered or privately
placed,  rated  or  unrated  mortgage-backed  securities  or  (b) an issuance of
publicly  offered or privately placed, rated or unrated securities, the payments
on  which  are  determined  primarily  by reference to one or more portfolios of
residential  mortgage  loans  consisting, in whole or in part, of some or all of
the  Mortgage  Loans.

     Servicer:  As  defined  in  Section  9.01(e)(iii).
     --------

     Servicing  Advances:  All  customary,  reasonable  and  necessary  "out  of
     -------------------
pocket"  costs  and  expenses  other than Monthly Advances (including reasonable
attorney's fees and disbursements) incurred in the performance by the Company of
its  servicing  obligations,  including, but not limited to, the cost of (a) the
preservation,  restoration  and  protection  of  the Mortgaged Property, (b) any
enforcement  or judicial proceedings, including foreclosures, (c) the management
and  liquidation  of  any  REO  Property and (d) compliance with the obligations
under  Section  4.08  and  4.10  (excluding the Company's obligations to pay the
premiums  on  LPMI  Policies).

     Servicing  Criteria:  The "servicing criteria" set forth in Item 1122(d) of
     -------------------
Regulation  AB,  as  such  may  be  amended  from  time  to  time.

     Servicing  Fee:  With  respect  to  each  Mortgage  Loan, the amount of the
     --------------
annual  fee the Purchaser shall pay to the Company, which shall, for a period of
one  full month, be equal to one-twelfth of the product of (a) the Servicing Fee
Rate  and (b) the outstanding principal balance of such Mortgage Loan.  Such fee
shall be payable monthly, computed on the basis of the same principal amount and
period  respecting  which  any  related  interest  payment on a Mortgage Loan is
received.  The  obligation  of the Purchaser to pay the Servicing Fee is limited
to,  and  the  Servicing  Fee  is  payable  solely  from,  the  interest portion
(including recoveries with respect to interest from Liquidation Proceeds, to the
extent  permitted  by  Section  4.05)  of  such Monthly Payment collected by the
Company,  or  as  otherwise  provided  under  Section  4.05.

     Servicing  Fee  Rate:  The  per annum percentage for each Mortgage Loan, as
     --------------------
stated  in  the  Commitment  Letter.

     Servicing  File:  With  respect to each Mortgage Loan, the file retained by
     ---------------
the  Company  consisting  of originals of all documents in the Retained Mortgage
File  which  are  not delivered to the Custodian and copies of the Mortgage Loan
Documents listed in the Custodial Agreement the originals of which are delivered
to  the  Custodian  pursuant  to  Section  2.03.

     Servicing  Officer:  Any  officer of the Company involved in or responsible
     ------------------
for the administration and servicing of the Mortgage Loans whose name appears on
a  list  of  servicing  officers  furnished by the Company to the Purchaser upon
request,  as  such  list  may  from  time  to  time  be  amended.

     Stated  Principal  Balance:  As  to  each  Mortgage Loan, (i) the principal
     --------------------------
balance  of the Mortgage Loan at the related Cut-off Date after giving effect to
payments of principal due on or before such date, whether or not received, minus
(ii)  all  amounts  previously  distributed to the Purchaser with respect to the
related  Mortgage  Loan  representing  payments  or  recoveries  of principal or
advances  in  lieu  thereof.

     Static  Pool  Information:  Static  pool  information  as described in Item
     -------------------------
1105(a)(1)-(3)  and  1105(c)  of  Regulation  AB.

     Stock  Certificate:  With  respect  to  a  Cooperative  Loan, a certificate
     ------------------
evidencing  ownership  of  the  Cooperative  Shares  issued  by the Cooperative.

     Stock  Power:  With  respect  to  a  Cooperative Loan, an assignment of the
     ------------
Stock  Certificate  or  an  assignment  of  the Cooperative Shares issued by the
Cooperative.

     Subcontractor:  Any  vendor,  subcontractor  or  other  Person  that is not
     -------------
responsible  for the overall servicing (as "servicing" is commonly understood by
participants  in  the  mortgage-backed  securities market) of Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d) of Regulation
AB  with  respect  to  Mortgage  Loans  under  the direction or authority of the
Company  or  a  Subservicer.

     Subservicer:  Any  Person  that  services  Mortgage  Loans on behalf of the
     -----------
Company  or  any  Subservicer  and  is  responsible for the performance (whether
directly  or through Subservicers or Subcontractors) of a substantial portion of
the  material  servicing functions required to be performed by the Company under
this  Agreement  or  any  Reconstitution  Agreement  that are identified in Item
1122(d)  of  Regulation  AB.

     Subsidy Account:  An account maintained by the Company specifically to hold
     ---------------
all  Subsidy  Funds  to  be  applied  to  individual  Subsidy  Loans.

     Subsidy Funds:  With respect to any Subsidy Loans, funds contributed by the
     -------------
employer  of  a  Mortgagor  in  order  to  reduce the payments required from the
Mortgagor  for  a  specified  period  in  specified  amounts.

     Subsidy  Loan:  Any  Mortgage  Loan subject to a temporary interest subsidy
     -------------
agreement  pursuant  to  which the monthly interest payments made by the related
Mortgagor  will  be  less  than  the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by  the employer of the Mortgagor.  Each Subsidy Loan will be identified as such
in  the  related  Electronic  Data  File.

     Third-Party Originator:  Each Person, other than a Qualified Correspondent,
     ----------------------
that  originated  Mortgage  Loans  acquired  by  the  Company.

     Time$aver(R)  Mortgage  Loan:  A  Mortgage  Loan  which has been refinanced
     ----------------------------
pursuant  to  a Company program that allows a rate/term refinance of an existing
Company  serviced  loan  with  minimal  documentation.

     Whole  Loan  Transfer:  Any sale or transfer of some or all of the Mortgage
     ---------------------
Loans  by  the  Purchaser  to  a  third  party,  which sale or transfer is not a
Securitization  Transaction  or  Agency  Transfer.


                                   ARTICLE II


  CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS;
                   CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS

Section  2.01     Conveyance of Mortgage Loans; Possession of Custodial Mortgage
                  --------------------------------------------------------------
                  Files;  Maintenance of Retained Mortgage Files and Servicing
                  ------------------------------------------------------------
                  Files.
                  -----

     Pursuant  to an Assignment and Conveyance Agreement, on the related Closing
Date,  the Company, simultaneously with the payment of the Purchase Price by the
Purchaser,  shall  thereby  sell,  transfer,  assign, set over and convey to the
Purchaser,  without recourse, but subject to the terms of this Agreement and the
related  Assignment  and Conveyance Agreement, all the right, title and interest
of  the  Company  in and to the Mortgage Loans listed on the respective Mortgage
Loan Schedule annexed to such Assignment and Conveyance Agreement, together with
the  Retained  Mortgage  Files  and  Custodial Mortgage Files and all rights and
obligations  arising under the documents contained therein.  Pursuant to Section
2.03,  the  Company  shall deliver the Custodial Mortgage File for each Mortgage
Loan  comprising  the  related  Loan  Package  to  the  Custodian.

     The  contents of each Retained Mortgage File not delivered to the Custodian
are  and  shall be held in trust by the Company for the benefit of the Purchaser
as the owner thereof.  The Company shall maintain a Servicing File consisting of
a  copy of the contents of each Custodial Mortgage File and the originals of the
documents  in  each  Retained Mortgage File not delivered to the Custodian.  The
possession  of  each Retained Mortgage File and Servicing File by the Company is
at  the  will  of  the  Purchaser  for the sole purpose of servicing the related
Mortgage  Loan,  and  such  retention  and  possession  by  the  Company is in a
custodial  capacity  only.  Upon the sale of the Mortgage Loans the ownership of
each Mortgage Note, the related Mortgage and the related Custodial Mortgage File
and Servicing File shall vest immediately in the Purchaser, and the ownership of
all  records and documents with respect to the related Mortgage Loan prepared by
or  which  come into the possession of the Company shall vest immediately in the
Purchaser  and shall be retained and maintained by the Company, in trust, at the
will  of  the  Purchaser and only in such custodial capacity.  The Company shall
release  its  custody  of  the contents of any Servicing File only in accordance
with written instructions from the Purchaser, unless such release is required as
incidental  to the Company's servicing of the Mortgage Loans or is in connection
with  a  repurchase  of any Mortgage Loan pursuant to Section 3.03 or 6.02.  All
such  costs associated with the release, transfer and re-delivery to the Company
shall  be  the  responsibility of the Purchaser other than any related recording
costs  (especially  in  instances  of  breach).

     In  addition,  in connection with the assignment of any MERS Mortgage Loan,
the  Company agrees that it will cause, the MERS(R) System to indicate that such
Mortgage  Loans have been assigned by the Company to the Purchaser in accordance
with  this  Agreement  by  including (or deleting, in the case of Mortgage Loans
which  are repurchased in accordance with this Agreement) in such computer files
the  information  required  by  the  MERS(R) System to identify the Purchaser as
beneficial  owner  of  such  Mortgage  Loans.

Section  2.02     Books  and  Records;  Transfers  of  Mortgage  Loans.
                  ----------------------------------------------------

     From  and  after  the  sale  of  the Mortgage Loans to the Purchaser in the
related  Loan  Package  on  each  Closing  Date,  all rights arising out of such
Mortgage  Loans  including  but  not  limited  to  all  funds  received on or in
connection  with  such Mortgage Loans, shall be received and held by the Company
in  trust  for the benefit of the Purchaser as owner of such Mortgage Loans, and
the  Company  shall  retain  record  title to the related Mortgages for the sole
purpose  of  facilitating  the servicing and the supervision of the servicing of
such  Mortgage  Loans.

     The  sale of each Mortgage Loan shall be reflected on the Company's balance
sheet  and  other  financial statements as a sale of assets by the Company.  The
Company shall be responsible for maintaining, and shall maintain, a complete set
of  books  and  records  for each Mortgage Loan which shall be marked clearly to
reflect  the  ownership  of each Mortgage Loan by the Purchaser.  In particular,
the  Company  shall  maintain in its possession, available for inspection by the
Purchaser,  or  its  designee,  and  shall deliver to the Purchaser upon demand,
evidence  of  compliance  with  all  federal,  state  and  local laws, rules and
regulations,  and  requirements  of Fannie Mae or Freddie Mac, including but not
limited  to documentation as to the method used in determining the applicability
of  the  provisions of the Flood Disaster Protection Act of 1973, as amended, to
the  Mortgaged  Property,  documentation  evidencing  insurance  coverage  and
eligibility of any condominium project for approval by Fannie Mae or Freddie Mac
and  records of periodic inspections as required by Section 4.13.  To the extent
that  original  documents  are  not  required  for  purposes  of  realization of
Liquidation  Proceeds or Insurance Proceeds, documents maintained by the Company
may  be  in  the form of microfilm or microfiche or such other reliable means of
recreating  original  documents,  including  but not limited to, optical imagery
techniques  so  long as the Company complies with the requirements of the Fannie
Mae  Selling  and  Servicing  Guide,  as  amended  from  time  to  time.

     The  Company  shall  maintain  with respect to each Mortgage Loan and shall
make  available  for  inspection  by  any  Purchaser or its designee the related
Servicing  File during the time the Purchaser retains ownership of such Mortgage
Loan  and  thereafter  in  accordance  with  applicable  laws  and  regulations.

     The  Company shall keep at its servicing office books and records in which,
subject  to  such  reasonable regulations as it may prescribe, the Company shall
note  transfers  of  Mortgage Loans.  No transfer of a Mortgage Loan may be made
unless  such  transfer is in compliance with the terms hereof.  For the purposes
of  this  Agreement,  the  Company shall be under no obligation to deal with any
Person with respect to this Agreement or the Mortgage Loans unless the books and
records  show such Person as the owner of the Mortgage Loan.  The Purchaser may,
subject  to  the  terms  of this Agreement, sell and transfer one or more of the
Mortgage  Loans.  The  Purchaser  also shall advise the Company of the transfer.
Upon  receipt  of  notice  of the transfer, the Company shall mark its books and
records  to  reflect  the  ownership of the Mortgage Loans of such assignee, and
shall release the previous Purchaser from its obligations hereunder with respect
to  the  Mortgage  Loans  sold  or transferred.  Such notification of a transfer
shall  include  a  final loan schedule which shall be received by the Company no
fewer than five (5) Business Days before the last Business Day of the month.  If
such  notification  is  not received as specified above, the Company's duties to
remit  and report as required by Section 5 shall begin with the next Due Period.

Section  2.03     Custodial  Agreement;  Delivery  of  Documents.
                  ----------------------------------------------

     On  each  Closing  Date  with  respect to each Mortgage Loan comprising the
related Loan Package, the Company shall deliver and release to the Custodian the
related  Custodial  Mortgage  File  as  set  forth in Exhibit C attached hereto.

     The  Custodian  shall  certify  its  receipt of any Mortgage Loan Documents
actually  received  on  or  prior  to  such  Closing  Date and as required to be
delivered  pursuant  to  the  Custodial  Agreement,  as evidenced by the Initial
Certification  of  the Custodian in the form annexed to the Custodial Agreement.
The  Purchaser  will  be responsible for the fees and expenses of the Custodian.

     Upon the Purchaser's request, the Company shall deliver to Purchaser or its
designee  within  ten (10) days after such request such contents of the Retained
Mortgage  file  so requested.  In the event that the company fails to deliver to
the  Purchaser  or  its designee the requested contents of the Retained Mortgage
File  within  such ten-day period, and if the Company does not cure such failure
within  five (5) days following receipt of written notification of such failure,
the  Company shall repurchase each related Mortgage Loan at the price and in the
manner  specified  in  Section  3.03.

     The Company shall forward to the Custodian original documents evidencing an
assumption,  modification,  consolidation  or  extension  of  any  Mortgage Loan
entered  into  in  accordance with Section 4.01 or 6.01 within one week of their
execution,  provided, however, that the Company shall provide the Custodian with
a  certified true copy of any such document submitted for recordation within ten
(10)  days  of  its  execution,  and  shall provide the original of any document
submitted  for  recordation  or  a  copy  of  such  document  certified  by  the
appropriate  public  recording  office  to  be  a  true and complete copy of the
original  within  sixty  days  of  its  submission  for  recordation.

     In  the  event  the  public  recording  office  is delayed in returning any
original  document  which  the Company is required to deliver at any time to the
Custodian  in  accordance with the terms of the Custodial Agreement or which the
Company  is  required  to  maintain  in  the related Retained Mortgage File, the
Company  shall  deliver  to  the  Custodian or to the Retained Mortgage File, as
applicable,  within  240  days of its submission for recordation, a copy of such
document  and  an  Officer's  Certificate, which shall (i) identify the recorded
document;  (ii)  state  that the recorded document has not been delivered to the
Custodian  due solely to a delay by the public recording office, (iii) state the
amount  of  time generally required by the applicable recording office to record
and  return  a document submitted for recordation, and (iv) specify the date the
applicable  recorded  document  will be delivered to the Custodian.  The Company
will  be  required  to deliver such document to the Custodian or to the Retained
Mortgage File, as applicable, by the date specified in (iv) above.  An extension
of  the  date specified in (iv) above may be requested from the Purchaser, which
consent  shall  not  be  unreasonably  withheld.

     In  the  event  that  new,  replacement,  substitute  or  additional  Stock
Certificates are issued with respect to existing Cooperative Shares, the Company
immediately  shall deliver to the Custodian the new Stock Certificates, together
with  the  related  Stock Powers in blank.  Such new Stock Certificates shall be
subject  to  the  related  Pledge Instruments and shall be subject to all of the
terms,  covenants  and  conditions  of  this  Agreement.

                                   ARTICLE III

               REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH

Section  3.01     Company  Representations  and  Warranties.
                  -----------------------------------------

     The Company hereby represents and warrants to the Purchaser that, as of the
related  Closing  Date:

     (a)     Due  Organization  and  Authority.
             ---------------------------------

             The  Company  is  a  national  banking  association duly organized,
             validly  existing and in good standing under the laws of the United
             States  and  has all licenses necessary to carry on its business as
             now being conducted and is licensed, qualified and in good standing
             in  each state where a Mortgaged Property is located if the laws of
             such  state  require licensing or qualification in order to conduct
             business of the type conducted by the Company, and in any event the
             Company  is  in  compliance  with the laws of any such state to the
             extent  necessary  to  ensure  the  enforceability  of  the related
             Mortgage Loan and the servicing of such Mortgage Loan in accordance
             with  the  terms  of this Agreement; the Company has the full power
             and  authority to execute and deliver this Agreement and to perform
             in  accordance herewith; the execution, delivery and performance of
             this  Agreement  (including  all  instruments  of  transfer  to  be
             delivered  pursuant  to  this  Agreement)  by  the  Company and the
             consummation of the transactions contemplated hereby have been duly
             and validly authorized; this Agreement evidences the valid, binding
             and enforceable obligation of the Company; and all requisite action
             has  been  taken  by  the  Company to make this Agreement valid and
             binding  upon  the  Company  in  accordance  with  its  terms;

     (b)     Ordinary  Course  of  Business.
             ------------------------------

             The consummation of the transactions contemplated by this Agreement
             are  in  the  ordinary course of business of the Company, who is in
             the  business  of  selling  and  servicing loans, and the transfer,
             assignment  and  conveyance of the Mortgage Notes and the Mortgages
             by  the  Company  pursuant to this Agreement are not subject to the
             bulk  transfer or any similar statutory provisions in effect in any
             applicable  jurisdiction;

     (c)     No  Conflicts.
             -------------

             Neither  the  execution  and  delivery  of  this  Agreement,  the
             acquisition  of  the Mortgage Loans by the Company, the sale of the
             Mortgage  Loans  to  the Purchaser or the transactions contemplated
             hereby,  nor  the  fulfillment  of or compliance with the terms and
             conditions  of  this  Agreement  will  conflict with or result in a
             breach of any of the terms, articles of incorporation or by-laws or
             any  legal  restriction or any agreement or instrument to which the
             Company  is  now  a  party or by which it is bound, or constitute a
             default  or  result  in the violation of any law, rule, regulation,
             order,  judgment  or decree to which the Company or its property is
             subject,  or  impair the ability of the Purchaser to realize on the
             Mortgage  Loans,  or  impair  the  value  of  the  Mortgage  Loans;

     (d)     Ability  to  Service.
             --------------------

             The  Company  is  an  approved  seller/servicer  of  conventional
             residential  mortgage loans for Fannie Mae or Freddie Mac, with the
             facilities, procedures, and experienced personnel necessary for the
             sound  servicing of mortgage loans of the same type as the Mortgage
             Loans.  The  Company  is in good standing to sell mortgage loans to
             and  service  mortgage  loans for Fannie Mae or Freddie Mac, and no
             event  has  occurred,  including  but  not  limited  to a change in
             insurance  coverage,  which would make the Company unable to comply
             with  Fannie  Mae  or Freddie Mac eligibility requirements or which
             would  require  notification  to  either Fannie Mae or Freddie Mac;

     (e)     Reasonable  Servicing  Fee.
             ---------------------------

             The  Company  acknowledges  and  agrees  that  the  Servicing  Fee
             represents reasonable compensation for performing such services and
             that  the entire Servicing Fee shall be treated by the Company, for
             accounting  and tax purposes, as compensation for the servicing and
             administration  of  the  Mortgage Loans pursuant to this Agreement;

     (f)     Ability  to  Perform.
             --------------------

             The  Company does not believe, nor does it have any reason or cause
             to  believe,  that  it  cannot  perform  each  and  every  covenant
             contained in this Agreement. The Company is solvent and the sale of
             the  Mortgage Loans will not cause the Company to become insolvent.
             The  sale  of the Mortgage Loans is not undertaken to hinder, delay
             or  defraud  any  of  the  Company's  creditors;

     (g)     No  Litigation  Pending.
             -----------------------

             There  is  no  action, suit, proceeding or investigation pending or
             threatened against the Company which, either in any one instance or
             in  the aggregate, may result in any material adverse change in the
             business,  operations, financial condition, properties or assets of
             the  Company, or in any material impairment of the right or ability
             of  the  Company  to  carry  on  its  business substantially as now
             conducted, or in any material liability on the part of the Company,
             or which would draw into question the validity of this Agreement or
             the  Mortgage  Loans  or  of any action taken or to be contemplated
             herein,  or  which would be likely to impair materially the ability
             of  the  Company  to  perform  under  the  terms of this Agreement;

     (h)     No  Consent  Required.
             ---------------------

             No  consent,  approval,  authorization  or  order  of  any court or
             governmental agency or body is required for the execution, delivery
             and performance by the Company of or compliance by the Company with
             this  Agreement  or  the sale of the Mortgage Loans as evidenced by
             the  consummation  of  the  transactions  contemplated  by  this
             Agreement, or if required, such approval has been obtained prior to
             the  related  Closing  Date;

     (i)     Selection  Process.
             ------------------

             The  Mortgage Loans were selected from among either the outstanding
             fixed rate or adjustable rate one- to four-family mortgage loans in
             the  Company's  mortgage  banking  portfolio at the related Closing
             Date  as  to  which the representations and warranties set forth in
             Section  3.02  could  be  made and such selection was not made in a
             manner  so  as  to affect adversely the interests of the Purchaser;

     (j)     No  Untrue  Information.
             -----------------------

             Neither  this Agreement nor any statement, report or other document
             furnished  or  to  be  furnished  pursuant  to this Agreement or in
             connection  with  the transactions contemplated hereby contains any
             untrue statement of fact or omits to state a fact necessary to make
             the  statements  contained  therein  not  misleading;

     (k)     Sale  Treatment.
             ---------------

             The  Company  has  determined  that the disposition of the Mortgage
             Loans  pursuant  to  this Agreement will be afforded sale treatment
             for  accounting  and  tax  purposes;

     (l)     No  Material  Change.
             --------------------

             There  has  been  no  material  adverse  change  in  the  business,
             operations,  financial condition or assets of the Company since the
             date  of  the  Company's  most  recent  financial  statements;

     (m)     No  Brokers'  Fees.
             ------------------

             The Company has not dealt with any broker, investment banker, agent
             or  other  Person  that  may  be  entitled  to  any  commission  or
             compensation in the connection with the sale of the Mortgage Loans;
             and

     (n)     MERS.
             ----

             The  Company  is  a  member  of  MERS  in  good  standing.


Section  3.02     Representations  and  Warranties Regarding Individual Mortgage
                  --------------------------------------------------------------
                  Loans.
                  -----

     As to each Mortgage Loan, the Company hereby represents and warrants to the
Purchaser  that  as  of  the  related  Closing  Date:

     (a)     Mortgage  Loans  as  Described.
             ------------------------------

             The  information set forth in the respective Mortgage Loan Schedule
             and  the  information  contained  on the respective Electronic Data
             File  delivered  to  the  Purchaser  is  true  and  correct;

     (b)     Payments  Current.
             -----------------

             All payments required to be made up to the related Cut-off Date for
             the  Mortgage  Loan  under the terms of the Mortgage Note have been
             made  and  credited.  No  payment  under any Mortgage Loan has been
             thirty  (30)  days delinquent more than one time within twelve (12)
             months  prior  to  the  related  Closing  Date;

     (c)     No  Outstanding  Charges.
             ------------------------

             There are no defaults in complying with the terms of the Mortgages,
             and  all  taxes,  governmental  assessments,  insurance  premiums,
             leasehold  payments,  water,  sewer  and  municipal  charges, which
             previously  became  due  and  owing have been paid, or an escrow of
             funds has been established in an amount sufficient to pay for every
             such  item  which remains unpaid and which has been assessed but is
             not  yet  due  and  payable.  The Seller has not advanced funds, or
             induced,  solicited  directly  or  indirectly,  the  payment of any
             amount  required  under  the  Mortgage  Loan,  except  for interest
             accruing from the date of the Mortgage Note or date of disbursement
             of the Mortgage Loan proceeds, whichever is later, to the day which
             precedes  by  one  month  the  Due Date of the first installment of
             principal  and  interest;

     (d)     Original  Terms  Unmodified.
             ---------------------------

             The terms of the Mortgage Note and Mortgage have not been impaired,
             waived,  altered  or  modified  in any respect, except by a written
             instrument  which  has  been  recorded, if necessary to protect the
             interests  of  the  Purchaser  and  which has been delivered to the
             Custodian.  The  substance  of  any  such  waiver,  alteration  or
             modification  has  been  approved  by the issuer of any related PMI
             Policy and the title insurer, to the extent required by the policy,
             and  its terms are reflected on the related Mortgage Loan Schedule.
             No  Mortgagor  has  been  released,  in whole or in part, except in
             connection  with  an assumption agreement approved by the issuer of
             any  related  PMI  Policy  and  the  title  insurer,  to the extent
             required  by  the  policy,  and  which  assumption  agreement  was
             delivered  to  the Custodian pursuant to the terms of the Custodial
             Agreement;

     (e)     No  Defenses.
             ------------

             The  Mortgage  Loan  is  not  subject  to  any right of rescission,
             set-off,  counterclaim or defense, including without limitation the
             defense of usury, nor will the operation of any of the terms of the
             Mortgage  Note  or  the  Mortgage,  or  the  exercise  of any right
             thereunder,  render  either  the  Mortgage  Note  or  the  Mortgage
             unenforceable,  in  whole  or  in  part, or subject to any right of
             rescission,  set-off,  counterclaim  or  defense, including without
             limitation  the  defense of usury, and no such right of rescission,
             set-off,  counterclaim  or  defense  has been asserted with respect
             thereto;

     (f)     No  Satisfaction  of  Mortgage.
             ------------------------------

             The  Mortgage  has  not  been  satisfied, canceled, subordinated or
             rescinded,  in whole or in part, and the Mortgaged Property has not
             been  released  from the lien of the Mortgage, in whole or in part,
             nor  has  any  instrument  been executed that would effect any such
             release,  cancellation,  subordination  or  rescission;

     (g)     Validity  of  Mortgage  Documents.
             ---------------------------------

             The  Mortgage  Note  and  the  Mortgage  and  related documents are
             genuine, and each is the legal, valid and binding obligation of the
             maker thereof enforceable in accordance with its terms. All parties
             to  the  Mortgage Note and the Mortgage had legal capacity to enter
             into the Mortgage Loan and to execute and deliver the Mortgage Note
             and  the Mortgage, and the Mortgage Note and the Mortgage have been
             duly  and  properly  executed  by  such  parties;

             With  respect  to  each  Cooperative  Loan,  the Mortgage Note, the
             Mortgage,  the Pledge Agreement, and related documents are genuine,
             and  each  is  the legal, valid and binding obligation of the maker
             thereof  enforceable  in  accordance with its terms. All parties to
             the  Mortgage  Note,  the  Mortgage,  the  Pledge  Agreement,  the
             Proprietary  Lease,  the Stock Power, Recognition Agreement and the
             Assignment  of  Proprietary  Lease had legal capacity to enter into
             the  Mortgage  Loan  and to execute and deliver such documents, and
             such  documents  have  been  duly  and  properly  executed  by such
             parties;


     (h)     No  Fraud.
             ---------

             No error, omission, misrepresentation, negligence, fraud or similar
             occurrence  with  respect to a Mortgage Loan has taken place on the
             part  of  the  Company,  or  the  Mortgagor,  or to the best of the
             Company's  knowledge, any appraiser, any builder, or any developer,
             or any other party involved in the origination of the Mortgage Loan
             or in the application of any insurance in relation to such Mortgage
             Loan;

     (i)     Compliance  with  Applicable  Laws.
             ----------------------------------

             Any  and  all  requirements  of  any  federal,  state  or local law
             including, without limitation, usury, truth-in-lending, real estate
             settlement  procedures,  consumer  credit  and  privacy protection,
             equal  credit  opportunity,  disclosure  or  predatory  and abusive
             lending  laws  applicable  to  the Mortgage Loan have been complied
             with,  and  the Company shall maintain in its possession, available
             for  the Purchaser's inspection, and shall deliver to the Purchaser
             upon demand, evidence of compliance with all such requirements. All
             inspections,  licenses  and  certificates  required  to  be made or
             issued  with  respect  to  all  occupied  portions of the Mortgaged
             Property  and,  with  respect to the use and occupancy of the same,
             including  but  not  limited  to certificates of occupancy and fire
             underwriting  certificates,  have  been  made  or obtained from the
             appropriate  authorities;

     (j)     Location  and  Type  of  Mortgaged  Property.
             --------------------------------------------

             The  Mortgaged  Property  is located in the state identified in the
             related Mortgage Loan Schedule and consists of a single, contiguous
             parcel  of  real  property  with a detached single family residence
             erected  thereon,  or  a  two-  to  four-family  dwelling,  or  an
             individual  condominium  unit  in  a  condominium  project,  or  a
             Cooperative  Apartment,  or  an  individual  unit in a planned unit
             development or a townhouse, provided, however, that any condominium
             project  or  planned  unit  development  shall  conform  with  the
             applicable  Fannie Mae requirements, or the underwriting guidelines
             of  the  company,  regarding  such  dwellings,  and no residence or
             dwelling  is  a  mobile  home.  As  of  the  respective date of the
             appraisal for each Mortgaged Property, any Mortgaged Property being
             used  for  commercial  purposes  conforms  to  the  underwriting
             guidelines  of  the  Company  and,  to  the  best  of the Company's
             knowledge,  since  the  date  of  such appraisal, no portion of the
             Mortgage  Property has been used for commercial purposes outside of
             the  underwriting  guidelines  of  the  Company;

     (k)     Valid  First  Lien.
             ------------------

             The  Mortgage  is a valid, subsisting and enforceable first lien on
             the  Mortgaged  Property,  including all buildings on the Mortgaged
             Property  and  all  installations  and  mechanical,  electrical,
             plumbing,  heating  and  air  conditioning  systems  located  in or
             annexed  to  such  buildings,  and  all  additions, alterations and
             replacements  made  at  any time with respect to the foregoing. The
             lien  of  the  Mortgage  is  subject  only  to:

             (1)  the  lien  of  current real property taxes and assessments not
                  yet  due  and  payable;

             (2)  covenants,  conditions and restrictions, rights of way,
                  easements  and  other  matters  of the public record as of the
                  date  of recording acceptable to mortgage lending institutions
                  generally  and  specifically referred to in the lender's title
                  insurance  policy  delivered to the originator of the Mortgage
                  Loan  and  (i)  referred  to  or  otherwise  considered in the
                  appraisal  made  for  the  originator of the Mortgage Loan and
                  (ii)  which do not adversely affect the Appraised Value of the
                  Mortgaged  Property  set  forth  in  such  appraisal;  and

             (3)  other matters to which like properties are commonly subject
                  which  do  not  materially  interfere with the benefits of the
                  security  intended  to be provided by the mortgage or the use,
                  enjoyment,  value  or  marketability  of the related Mortgaged
                  Property.

             Any  security  agreement,  chattel  mortgage or equivalent document
             related  to  and  delivered  in  connection  with the Mortgage Loan
             establishes  and  creates a valid, subsisting and enforceable first
             lien and first priority security interest on the property described
             therein  and the Company has full right to sell and assign the same
             to  the  Purchaser;

             With  respect  to  each  Cooperative  Loan,  each  Pledge Agreement
             creates a valid, enforceable and subsisting first security interest
             in  the  Cooperative  Shares and Proprietary Lease, subject only to
             (i)  the  lien  of  the  related Cooperative for unpaid assessments
             representing  the  Mortgagor's  pro rata share of the Cooperative's
             payments for its blanket mortgage, current and future real property
             taxes,  insurance  premiums, maintenance fees and other assessments
             to which like collateral is commonly subject and (ii) other matters
             to  which  like  collateral  is  commonly  subject  which  do  not
             materially  interfere with the benefits of the security intended to
             be  provided  by  the Pledge Agreement; provided, however, that the
             appurtenant  Proprietary  Lease  may  be  subordinated or otherwise
             subject  to  the  lien  of  any  mortgage  on  the  Project;

     (l)     Full  Disbursement  of  Proceeds.
             --------------------------------

             The proceeds of the Mortgage Loan have been fully disbursed, except
             for  escrows  established  or  created  due  to  seasonal  weather
             conditions,  and  there  is  no  requirement  for  future  advances
             thereunder.  All  costs,  fees  and  expenses incurred in making or
             closing  the  Mortgage  Loan and the recording of the Mortgage were
             paid,  and  the  Mortgagor  is  not  entitled  to any refund of any
             amounts  paid  or  due  under  the  Mortgage  Note  or  Mortgage;

     (m)     Consolidation  of  Future  Advances.
             ------------------------------------

             Any  future  advances  made prior to the related Cut-off Date, have
             been  consolidated with the outstanding principal amount secured by
             the  Mortgage,  and  the secured principal amount, as consolidated,
             bears a single interest rate and single repayment term reflected on
             the  related  Mortgage  Loan  Schedule.  The  lien  of the Mortgage
             securing  the consolidated principal amount is expressly insured as
             having  first  lien  priority  by  a  title  insurance  policy,  an
             endorsement  to  the  policy  insuring the mortgagee's consolidated
             interest  or  by  other  title evidence acceptable to Fannie Mae or
             Freddie  Mac; the consolidated principal amount does not exceed the
             original  principal  amount  of the Mortgage Loan; the Seller shall
             not  make  future  advances  after  the  related  Cut-Off  Date;

     (n)     Ownership.
             ---------

             The  Company is the sole owner of record and holder of the Mortgage
             Loan  and  the  related  Mortgage  Note  and  the  Mortgage are not
             assigned  or pledged, and the Company has good and marketable title
             thereto  and  has full right and authority to transfer and sell the
             Mortgage  Loan  to  the  Purchaser. The Company is transferring the
             Mortgage  Loan  free  and clear of any and all encumbrances, liens,
             pledges,  equities,  participation  interests,  claims,  charges or
             security  interests  of  any nature encumbering such Mortgage Loan;

     (o)     Origination/Doing  Business.
             ---------------------------

             The Mortgage Loan was originated by a savings and loan association,
             a  savings  bank,  a  commercial bank, a credit union, an insurance
             company, or similar institution which is supervised and examined by
             a  federal  or  state  authority  or by a mortgagee approved by the
             Secretary of Housing and Urban Development pursuant to Sections 203
             and 211 of the National Housing Act. All parties which have had any
             interest  in  the  Mortgage  Loan,  whether as mortgagee, assignee,
             pledgee or otherwise, are (or, during the period in which they held
             and disposed of such interest, were) (1) in compliance with any and
             all  applicable  licensing  requirements  of  the laws of the state
             wherein  the Mortgaged Property is located, and (2) organized under
             the  laws  of  such  state, or (3) qualified to do business in such
             state,  or  (4)  federal  savings and loan associations or national
             banks  having  principal  offices  in  such state, or (5) not doing
             business  in  such  state;

     (p)     LTV,  PMI  Policy.
             -----------------

             Each  Mortgage Loan has an LTV as set forth in the related Mortgage
             Loan Schedule and related Electronic Data File. Except as indicated
             on  the  Electronic  Data  File,  those  Mortgage Loans with an LTV
             greater  than  80%  at  the  time  of origination, a portion of the
             unpaid  principal  balance  of  the  Mortgage  Loan  is and will be
             insured  as  to  payment  defaults by a PMI Policy. If the Mortgage
             Loan  is  insured  by  a PMI Policy for which the Mortgage pays all
             premiums,  the  coverage  will remain in place until (i) the LTV is
             decreased  to  78%  or  (ii) the PMI Policy is otherwise terminated
             pursuant  to the Homeowners Protection Act of 1998, 12 USC 4901, et
             seq.  All  provisions  of such PMI Policy and LPMI Policy have been
             and  are being complied with, such PMI Policy and LPMI Policy is in
             full  force  and  effect, and all premiums due thereunder have been
             paid.  The Qualified Insurer has a claims paying ability acceptable
             to  Fannie  Mae  or Freddie Mac. Any Mortgage Loan subject to a PMI
             Policy  obligates  the  Mortgagor or in the case of an LPMI Policy,
             obligates  the  Company,  thereunder  to maintain the PMI Policy or
             LPMI  Policy  and  to  pay  all  premiums and charges in connection
             therewith.  The Mortgage Interest Rate for the Mortgage Loan as set
             forth  on  the  related  Mortgage  Loan Schedule is net of any such
             insurance  premium.  No prior holder of the Mortgage, including the
             Company,  has done, by act or omission, anything which would impair
             the  coverage  of  such  PMI  Policy  or  LPMI  Policy;

     (q)     Title  Insurance.
             ----------------

             The  Mortgage  Loan  is covered by an ALTA lender's title insurance
             policy  or  other  generally acceptable form of policy of insurance
             acceptable  to Fannie Mae or Freddie Mac, issued by a title insurer
             acceptable  to  Fannie  Mae  or  Freddie  Mac  and  qualified to do
             business  in  the  jurisdiction  where  the  Mortgaged  Property is
             located,  insuring  the  Company, its successors and assigns, as to
             the  first  priority lien of the Mortgage in the original principal
             amount  of  the  Mortgage  Loan,  subject  only  to  the exceptions
             contained  in  clauses  (1),  (2)  and (3) of Paragraph (k) of this
             Section  3.02,  and against any loss by reason of the invalidity or
             unenforceability  of  the lien resulting from the provisions of the
             Mortgage providing for adjustment to the Mortgage Interest Rate and
             Monthly  Payment.  The Company is the sole insured of such lender's
             title insurance policy, and such lender's title insurance policy is
             in  full  force and effect and will be in force and effect upon the
             consummation of the transactions contemplated by this Agreement. No
             claims  have  been made under such lender's title insurance policy,
             and  no  prior  holder  of the Mortgage, including the Company, has
             done,  by act or omission, anything which would impair the coverage
             of  such  lender's  title  insurance  policy;

     (r)     No  Defaults.
             ------------

             There  is  no  default,  breach, violation or event of acceleration
             existing  under  the  Mortgage  or  the  Mortgage Note and no event
             which,  with  the passage of time or with notice and the expiration
             of  any  grace  or cure period, would constitute a default, breach,
             violation or event of acceleration, and neither the Company nor its
             predecessors have waived any default, breach, violation or event of
             acceleration;

     (s)     No  Mechanics'  Liens.
             ---------------------

             There  are no mechanics' or similar liens or claims which have been
             filed  for  work,  labor or material (and no rights are outstanding
             that  under  the  law  could give rise to such liens) affecting the
             related  Mortgaged  Property which are or may be liens prior to, or
             equal  or  coordinate  with, the lien of the related Mortgage which
             are not insured against by the title insurance policy referenced in
             Paragraph  (q)  above;

     (t)     Location  of  Improvements;  No  Encroachments.
             ----------------------------------------------

             Except  as insured against by the title insurance policy referenced
             in  Paragraph  (q) above, all improvements which were considered in
             determining  the  Appraised  Value  of  the  Mortgaged Property lay
             wholly  within the boundaries and building restriction lines of the
             Mortgaged  Property  and  no  improvements  on adjoining properties
             encroach  upon the Mortgaged Property. No improvement located on or
             being  part  of  the  Mortgaged  Property  is  in  violation of any
             applicable  zoning  law  or  regulation;

     (u)     Payment  Terms.
             ---------------

             Except  with respect to the Interest Only Mortgage Loans, principal
             payments  commenced  no  more  than  60  days  after the funds were
             disbursed  to  the  Mortgagor in connection with the Mortgage Loan.
             The  Mortgage  Loans  have an original term to maturity of not more
             than 30 years, with interest payable in arrears on the first day of
             each  month.  As  to  each  adjustable  rate  Mortgage Loan on each
             applicable  Adjustment  Date,  the  Mortgage  Interest Rate will be
             adjusted  to  equal  the sum of the Index plus the applicable Gross
             Margin,  rounded  up  or  down  to  the  nearest multiple of 0.125%
             indicated by the Mortgage Note; provided that the Mortgage Interest
             Rate  will  not  increase  or  decrease  by  more than 2.00% on any
             Adjustment  Date,  and will in no event exceed the maximum Mortgage
             Interest  Rate  or be lower than the minimum Mortgage Interest Rate
             listed  on  the Mortgage Loan Schedule for such Mortgage Loan. Each
             adjustable  rate  Mortgage Note requires a monthly payment which is
             sufficient,  during the period prior to the first adjustment to the
             Mortgage Interest Rate, to fully amortize the outstanding principal
             balance  as of the first day of such period over the then remaining
             term  of  such  Mortgage  Note  and  to pay interest at the related
             Mortgage  Interest  Rate;  provided  however,  with  respect to any
             Interest  Only  Mortgage  Loans, the Mortgage Note allows a Monthly
             Payment  of  interest  only  during  the  period prior to the first
             Adjustment  Date  and  upon  the  first  adjustment to the Mortgage
             Interest  Rate,  the  Mortgage  Note  requires a Monthly Payment of
             principal  and  interest,  sufficient  to  fully  amortize  the
             outstanding  principal balance over the then remaining term of such
             Mortgage  Loan.  As  to  each adjustable rate Mortgage Loan, if the
             related  Mortgage  Interest Rate changes on an adjustment date, the
             then  outstanding  principal  balance  will be reamortized over the
             remaining  life  of  such  Mortgage Loan. No Mortgage Loan contains
             terms  or  provisions  which would result in negative amortization;

     (v)     Customary  Provisions.
             ---------------------

             The  Mortgage contains customary and enforceable provisions such as
             to  render  the  rights and remedies of the holder thereof adequate
             for  the realization against the Mortgaged Property of the benefits
             of  the  security provided thereby, including, (i) in the case of a
             Mortgage designated as a deed of trust, by trustee's sale, and (ii)
             otherwise  by  judicial foreclosure. There is no homestead or other
             exemption  available  to a Mortgagor which would interfere with the
             right  to  sell  the  Mortgaged Property at a trustee's sale or the
             right  to  foreclose  the  Mortgage;

     (w)     Occupancy  of  the  Mortgaged  Property.
             ---------------------------------------

             As  of the date of origination, the Mortgaged Property was lawfully
             occupied  under  applicable  law;

     (x)     No  Additional  Collateral.
             --------------------------

             The  Mortgage  Note  is  not  and  has  not  been  secured  by  any
             collateral,  pledged account, except as indicated on the Electronic
             Data  File,  or other security except the lien of the corresponding
             Mortgage  and  the  security  interest  of  any applicable security
             agreement  or  chattel  mortgage  referred  to  in  (k)  above;

     (y)     Deeds  of  Trust.
             -----------------

             In  the  event the Mortgage constitutes a deed of trust, a trustee,
             duly  qualified  under  applicable  law  to serve as such, has been
             properly  designated  and  currently  so serves and is named in the
             Mortgage, and no fees or expenses are or will become payable by the
             Mortgagee  to  the  trustee  under  the  deed  of  trust, except in
             connection  with  a  trustee's sale after default by the Mortgagor;

     (z)     Acceptable  Investment.
             ----------------------

             The  Company  has  no  knowledge of any circumstances or conditions
             with  respect  to  the  Mortgage  Loan, the Mortgaged Property, the
             Mortgagor or the Mortgagor's credit standing that can reasonably be
             expected  to  cause  private  institutional investors to regard the
             Mortgage  Loan  as  an  unacceptable investment, cause the Mortgage
             Loan  to  become  delinquent,  or  adversely  affect  the  value or
             marketability  of  the  Mortgage  Loan;

     (aa)    Transfer  of  Mortgage  Loans.
             -----------------------------

             If  the  Mortgage  Loan is not a MERS Mortgage Loan, the Assignment
             upon  the  insertion  of  the  name  of  the assignee and recording
             information  is  in recordable form and is acceptable for recording
             under  the laws of the jurisdiction in which the Mortgaged Property
             is  located;

     (bb)    Mortgaged  Property  Undamaged.
             ------------------------------

             The  Mortgaged  Property is undamaged by waste, fire, earthquake or
             earth  movement,  windstorm, flood, tornado or other casualty so as
             to affect adversely the value of the Mortgaged Property as security
             for  the  Mortgage  Loan  or  the  use  for which the premises were
             intended;

     (cc)    Collection  Practices;  Escrow  Deposits.
             ----------------------------------------

             The  origination  and collection practices used with respect to the
             Mortgage  Loan  have  been  in  accordance  with Accepted Servicing
             Practices, and have been in all material respects legal and proper.
             With  respect  to  escrow  deposits  and  Escrow Payments, all such
             payments  are  in  the possession of the Company and there exist no
             deficiencies  in  connection  therewith  for  which  customary
             arrangements  for  repayment thereof have not been made. All Escrow
             Payments  have  been  collected  in  full compliance with state and
             federal law. No escrow deposits or Escrow Payments or other charges
             or  payments  due  the  Company  have  been  capitalized  under the
             Mortgage  Note;

     (dd)    No  Condemnation.
             ----------------

             There  is  no  proceeding  pending  or to the best of the Company's
             knowledge  threatened  for the total or partial condemnation of the
             related  Mortgaged  Property;

     (ee)    The  Appraisal.
             --------------

             The  Servicing  File contains an appraisal of the related Mortgaged
             Property.  As to each Time$aver(R) Mortgage Loan, the appraisal may
             be  from  the original of the existing Company-serviced loan, which
             was  refinanced  via such Time$aver(R) Mortgage Loan. The appraisal
             was  conducted  by  an  appraiser  who  had  no interest, direct or
             indirect,  in  the  Mortgaged  Property  or in any loan made on the
             security  thereof;  and  whose  compensation is not affected by the
             approval or disapproval of the Mortgage Loan, and the appraisal and
             the  appraiser both satisfy the applicable requirements of Title XI
             of  the Financial Institution Reform, Recovery, and Enforcement Act
             of  1989  and  the  regulations  promulgated  thereunder, all as in
             effect  on  the  date  the  Mortgage  Loan  was  originated;

     (ff)    Insurance.
             ---------

             The Mortgaged Property securing each Mortgage Loan is insured by an
             insurer  acceptable  to  Fannie  Mae or Freddie Mac against loss by
             fire  and  such  hazards  as  are covered under a standard extended
             coverage endorsement and such other hazards as are customary in the
             area  where the Mortgaged Property is located pursuant to insurance
             policies  conforming  to  the  requirements  of Section 4.10, in an
             amount  which  is  at  least equal to the lesser of (a) 100% of the
             insurable  value,  on a replacement cost basis, of the improvements
             on  the  related Mortgaged Property, and (b) the greater of (i) the
             outstanding  principal  balance  of  the  Mortgage Loan and (ii) an
             amount such that the proceeds of such insurance shall be sufficient
             to  prevent  the  application to the Mortgagor or the loss payee of
             any  coinsurance clause under the policy. If the Mortgaged Property
             is  a  condominium unit, it is included under the coverage afforded
             by  a  blanket  policy  for the project. If the improvements on the
             Mortgaged  Property  are  in  an  area  identified  in  the Federal
             Register  by  the  Federal  Emergency  Management  Agency as having
             special  flood  hazards,  a  flood  insurance  policy  meeting  the
             requirements  of  the  current  guidelines of the Federal Insurance
             Administration  is  in effect with a generally acceptable insurance
             carrier, in an amount representing coverage not less than the least
             of  (A) the outstanding principal balance of the Mortgage Loan, (B)
             the  full  insurable  value and (C) the maximum amount of insurance
             which  was  available  under  the  Flood Disaster Protection Act of
             1973,  as  amended.  All  individual  insurance  policies contain a
             standard mortgagee clause naming the Company and its successors and
             assigns  as mortgagee, and all premiums thereon have been paid. The
             Mortgage  obligates  the  Mortgagor thereunder to maintain a hazard
             insurance  policy  at  the Mortgagor's cost and expense, and on the
             Mortgagor's failure to do so, authorizes the holder of the Mortgage
             to  obtain and maintain such insurance at such Mortgagor's cost and
             expense, and to seek reimbursement therefor from the Mortgagor. The
             hazard  insurance policy is the valid and binding obligation of the
             insurer, is in full force and effect, and will be in full force and
             effect  and  inure  to  the  benefit  of  the  Purchaser  upon  the
             consummation  of  the  transactions contemplated by this Agreement.
             The  Company  has  not  acted  or failed to act so as to impair the
             coverage  of  any  such  insurance  policy or the validity, binding
             effect  and  enforceability  thereof;

     (gg)    Servicemembers'  Civil  Relief  Act.
             ------------------------------------

             The  Mortgagor has not notified the Company, and the Company has no
             knowledge of any relief requested or allowed to the Mortgagor under
             the  Servicemembers'  Civil  Relief  Act,  as  amended;

     (hh)    No  Graduated  Payments  or  Contingent  Interests.
             --------------------------------------------------

             The  Mortgage Loan is not a graduated payment mortgage loan and the
             Mortgage  Loan  does  not  have  a  shared  appreciation  or  other
             contingent  interest  feature;

     (ii)    No  Construction  Loans.
             ------------------------

             No  Mortgage  Loan was made in connection with (i) the construction
             or  rehabilitation  of a Mortgage Property or (ii) facilitating the
             trade-in  or  exchange  of  a  Mortgaged  Property  other  than  a
             construction-to-permanent  loan  which has converted to a permanent
             Mortgage  Loan;

     (jj)    Underwriting.
             -------------

             Each  Mortgage  Loan  was  underwritten  in  accordance  with  the
             underwriting guidelines of the Company, which were in effect at the
             time  the  Mortgage  Loan was originated; and the Mortgage Note and
             Mortgage  are  on  forms  acceptable  to Freddie Mac or Fannie Mae;

     (kk)    Buydown  Mortgage  Loans.
             -------------------------

             With respect to each Mortgage Loan that is a Buydown Mortgage Loan:

             (i)    On or before the date of origination of such Mortgage Loan,
                    the  Company  and  the  Mortgagor,  or  the  Company,  the
                    Mortgagor  and  the  seller  of  the Mortgaged Property or a
                    third  party  entered  into a Buydown Agreement. The Buydown
                    Agreement provides that the seller of the Mortgaged Property
                    (or  third  party)  shall  deliver  to the Company temporary
                    Buydown  Funds  in  an  amount  equal  to  the  aggregate
                    undiscounted  amount  of  payments  that,  when added to the
                    amount  the  Mortgagor on such Mortgage Loan is obligated to
                    pay  on  each  Due  Date in accordance with the terms of the
                    Buydown  Agreement,  is  equal to the full scheduled Monthly
                    Payment  due  on  such  Mortgage Loan. The temporary Buydown
                    Funds  enable  the  Mortgagor  to  qualify  for  the Buydown
                    Mortgage  Loan.  The  effective  interest  rate of a Buydown
                    Mortgage  Loan  if  less than the interest rate set forth in
                    the  related  Mortgage Note will increase within the Buydown
                    Period  as provided in the related Buydown Agreement so that
                    the  effective  interest  rate will be equal to the interest
                    rate  as set forth in the related Mortgage Note. The Buydown
                    Mortgage  Loan  satisfies  the requirements of Fannie Mae or
                    Freddie  Mac  guidelines;

             (ii)   The Mortgage and Mortgage Note reflect the permanent payment
                    terms  rather  than  the  payment  terms  of  the  Buydown
                    Agreement. The Buydown Agreement provides for the payment by
                    the  Mortgagor  of the full amount of the Monthly Payment on
                    any  Due  Date  that  the  Buydown  Funds are available. The
                    Buydown Funds were not used to reduce the original principal
                    balance  of  the  Mortgage Loan or to increase the Appraised
                    Value  of  the  Mortgage  Property  when  calculating  the
                    Loan-to-Value  Ratios  for purposes of the Agreement and, if
                    the  Buydown  Funds  were  provided  by  the  Company and if
                    required  under  Fannie  Mae  or Freddie Mac guidelines, the
                    terms  of  the  Buydown  Agreement  were  disclosed  to  the
                    appraiser  of  the  Mortgaged  Property;

             (iii)  The Buydown Funds may not be refunded to the Mortgagor
                    unless  the  Mortgagor  makes  a  principal  payment for the
                    outstanding  balance  of  the  Mortgage  Loan;

             (iv)   As of the date of origination of the Mortgage Loan, the
                    provisions  of  the  related  Buydown  Agreement  complied
                    with the requirements of Fannie Mae or Freddie Mac regarding
                    buydown  agreements.

     (ll)    Delivery  of  Custodial  Mortgage  Files.
             -----------------------------------------

             Any  documents  required  to be delivered by the Company under this
             Agreement  have  been delivered to the Custodian. The Company is in
             possession  of a complete, true and accurate Retained Mortgage File
             and  Custodial  Mortgage  File in compliance with Exhibit C hereto;

     (mm)    No  Violation  of  Environmental  Laws.
             --------------------------------------

             There  is  no  pending  action or proceeding directly involving any
             Mortgaged  Property  of  which  the  Company  is  aware  in  which
             compliance  with  any  environmental  law, rule or regulation is an
             issue;  and to the best of the Company's knowledge, nothing further
             remains to be done to satisfy in full all requirements of each such
             law,  rule  or  regulation  constituting  a prerequisite to use and
             enjoyment  of  said  property;

     (nn)    No  Bankruptcy.
             ---------------

             No  Mortgagor  was  a  debtor in any state or federal bankruptcy or
             insolvency  proceeding at the time the Mortgage Loan was originated
             and  to  the  best  of  the  Company's knowledge, as of the related
             Closing  Date,  the  Company  has  not  received  notice  that  any
             Mortgagor  is  a  debtor  under  any state or federal bankruptcy or
             insolvency  proceeding;

     (oo)    HOEPA.
             ------

             No  Mortgage  Loan  is  a  High  Cost  Loan  or  Covered  Loan;

     (pp)    Cooperative  Loans.
             ------------------

             With  respect  to  each  Cooperative  Loan:

             (i)    The  Cooperative  Shares  are  held  by  a  person  as  a
                    tenant-stockholder  in  a  Cooperative.  Each  original  UCC
                    financing  statement,  continuation  statement  or  other
                    governmental  filing  or  recordation necessary to create or
                    preserve  the  perfection and priority of the first lien and
                    security  interest  in  the Cooperative Loan and Proprietary
                    Lease  has  been  timely  and  properly  made.  Any security
                    agreement,  chattel  mortgage or equivalent document related
                    to  the  Cooperative  Loan and delivered to Purchaser or its
                    designee  establishes  in  Purchaser  a valid and subsisting
                    perfected  first  lien  on  and  security  interest  in  the
                    Mortgaged Property described therein, and Purchaser has full
                    right  to  sell  and  assign the same. The Proprietary Lease
                    term expires no less than five years after the Mortgage Loan
                    term  or such other term acceptable to Fannie Mae or Freddie
                    Mac;

              (ii)  A  Cooperative  Lien  Search  has  been  made  by  a company
                    competent  to  make  the same which company is acceptable to
                    Fannie  Mae and qualified to do business in the jurisdiction
                    where  the  Cooperative  is  located;

              (iii) (a)  The term of the related Proprietary Lease is not less
                    than  the  terms  of  the  Cooperative Loan; (b) there is no
                    provision  in  any  Proprietary  Lease  which  requires  the
                    Mortgagor  to offer for sale the Cooperative Shares owned by
                    such  Mortgagor  first  to  the Cooperative; (c) there is no
                    prohibition  in  any  Proprietary Lease against pledging the
                    Cooperative  Shares  or assigning the Proprietary Lease; (d)
                    the  Cooperative  has  been  created  and  exists  in  full
                    compliance  with  the  requirements  for  residential
                    cooperatives  in  the  jurisdiction  in which the Project is
                    located  and  qualifies as a cooperative housing corporation
                    under Section 210 of the Code; (e) the Recognition Agreement
                    is  on a form published by Aztech Document Services, Inc. or
                    includes  similar  provisions;  and  (f) the Cooperative has
                    good  and  marketable  title  to  the  Project, and owns the
                    Project  either  in  fee  simple  or  under a leasehold that
                    complies with the requirements of the Fannie Mae Guidelines;
                    such  title  is  free  and  clear  of  any  adverse liens or
                    encumbrances,  except  the  lien  of  any  blanket mortgage;

              (iv)  The  Company  has  the right under the terms of the Mortgage
                    Note,  Pledge Agreement and Recognition Agreement to pay any
                    maintenance  charges  or  assessments owed by the Mortgagor;

              (v)   Each  Stock  Power (i) has all signatures guaranteed or (ii)
                    if  all signatures are not guaranteed, then such Cooperative
                    Shares  will  be  transferred by the stock transfer agent of
                    the  Cooperative  if  the  Company undertakes to convert the
                    ownership of the collateral securing the related Cooperative
                    Loan;

     (qq)    Georgia  Fair  Lending  Act.
             ---------------------------

             There  is  no Mortgage Loan that was originated on or after October
             1,  2002  and  before  March  7, 2003, which is secured by property
             located  in  the  State  of  Georgia;

     (rr)    Methodology.
             -----------

             The  methodology  used  in underwriting the extension of credit for
             each  Mortgage Loan employs objective mathematical principles which
             relate  the  borrower's  income,  assets  and  liabilities  to  the
             proposed payment and such underwriting methodology does not rely on
             the  extent  of  the  borrower's  equity  in  the collateral as the
             principal  determining  factor  in approving such credit extension.
             Such  underwriting  methodology  confirmed  that  at  the  time  of
             origination  (application/approval)  the  borrower had a reasonable
             ability  to  make  timely  payments  on  the  Mortgage  Loan;

     (ss)    Imposition  of  a  Premium.
             --------------------------

             With  respect  to  any  Mortgage  Loan  that  contains  a provision
             permitting  imposition  of  a  premium  upon  a prepayment prior to
             maturity:  (i)  the prepayment premium is disclosed to the borrower
             in the loan documents pursuant to applicable state and federal law,
             and  (ii) notwithstanding any state or federal law to the contrary,
             the  Company  shall  recommend  that such prepayment premium is not
             imposed  in  any  instance when the mortgage debt is accelerated as
             the  result  of the borrower's default in making the loan payments;

     (tt)    Single  Premium  Credit  Life.
             -----------------------------

             No  Mortgagor  was  required  to purchase any single premium credit
             insurance  policy (e.g. life, disability, accident, unemployment or
             health  insurance  products)  or  debt  cancellation agreement as a
             condition  of  obtaining  the  extension  of  credit.  No Mortgagor
             obtained  a  prepaid  single  premium credit insurance policy (e.g.
             life,  disability,  accident,  unemployment  or  health  insurance
             product)  as  part  of  the  origination  of  the Mortgage Loan. No
             proceeds  from  any  Mortgage  Loan  were  used  to purchase single
             premium  credit  insurance policies or debt cancellation agreements
             as  part  of the origination of, or as a condition to closing, such
             Mortgage  Loan;

     (uu)    No  Arbitration  Provision.
             --------------------------

             With  respect  to  each Mortgage Loan, neither the related Mortgage
             nor  the  related Mortgage Note requires the Mortgagor to submit to
             arbitration  to  resolve  any dispute arising out of or relating in
             any  way  to  the  Mortgage  Loan  transaction;

     (ww)    Credit  Reporting.
             -----------------

             With  respect  to  each  Mortgage  Loan,  the  Company  has  fully
             furnished, in accordance with the Fair Credit Reporting Act and its
             implementing  regulations,  accurate and complete information (i.e.
             favorable and unfavorable) on its borrower credit files to Equifax,
             Experian  and  Trans Union Credit Information Company (three of the
             credit  repositories),  on  a  monthly  basis;  and

     (xx)    Illinois  Interest  Act.
             -----------------------

             Any  Mortgage  Loan  with  a  Mortgaged  Property  in  the State of
             Illinois  complies  with  the  Illinois  Interest  Act.

Section  3.03  Repurchase.
               -----------

     It  is  understood  and  agreed that the representations and warranties set
forth  in Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans to
the  Purchaser  and the delivery of the Mortgage Loan Documents to the Custodian
and shall inure to the benefit of the Purchaser, notwithstanding any restrictive
or  qualified  endorsement on any Mortgage Note or Assignment of Mortgage or the
examination  or  failure  to  examine  any  Custodial Mortgage Files or Retained
Mortgage  File.  Upon  discovery  by  either  the  Company or the Purchaser of a
breach  of  any of the foregoing representations and warranties which materially
and  adversely  affects  the  value of the Mortgage Loans or the interest of the
Purchaser  (or which materially and adversely affects the interests of Purchaser
in  the  related  Mortgage  Loan  in  the  case of a representation and warranty
relating to a particular Mortgage Loan), the party discovering such breach shall
give  prompt  written  notice  to  the  other.

     Within  ninety (90) days of the earlier of either discovery by or notice to
the  Company  of any breach of a representation or warranty which materially and
adversely  affects  the  value  of the Mortgage Loans, the Company shall use its
best  efforts promptly to cure such breach in all material respects and, if such
breach cannot be cured, the Company shall, at the Purchaser's option, repurchase
such  Mortgage  Loan  at the Repurchase Price.  In the event that a breach shall
involve  any  representation  or  warranty  set  forth in Section 3.01, and such
breach  cannot  be cured within 90 days of the earlier of either discovery by or
notice  to  the  Company of such breach, all of the Mortgage Loans shall, at the
Purchaser's  option,  be  repurchased  by  the  Company at the Repurchase Price.
However,  if  the breach shall involve a representation or warranty set forth in
Section  3.02  and  the  Company discovers or receives notice of any such breach
within  120  days  of the related Closing Date, the Company shall, if the breach
cannot  be  cured, at the Purchaser's option and provided that the Company has a
Qualified  Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as
provided  above,  remove  such  Mortgage  Loan  (a  "Deleted Mortgage Loan") and
substitute  in its place a Qualified Substitute Mortgage Loan or Loans, provided
that  any  such substitution shall be effected not later than 120 days after the
related Closing Date.  If the Company has no Qualified Substitute Mortgage Loan,
it  shall  repurchase the deficient Mortgage Loan within ninety (90) days of the
written  notice  of  the breach or the failure to cure, whichever is later.  Any
repurchase  of  a Mortgage Loan or Loans pursuant to the foregoing provisions of
this  Section  3.03 shall be accomplished by deposit in the Custodial Account of
the  amount  of  the  Repurchase Price for distribution to Purchaser on the next
scheduled  Remittance  Date,  after  deducting  therefrom any amount received in
respect  of  such  repurchased  Mortgage  Loan  or  Loans  and being held in the
Custodial  Account  for  future  distribution.

     At  the  time  of repurchase or substitution, the Purchaser and the Company
shall  arrange  for the reassignment of the Deleted Mortgage Loan to the Company
and  the delivery to the Company of any documents held by the Custodian relating
to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is
a  MERS  Mortgage Loan, the Company shall cause MERS to designate on the MERS(R)
System  to  remove  the  Purchaser as the beneficial holder with respect to such
Mortgage Loan.  In the event of a repurchase or substitution, the Company shall,
simultaneously with such reassignment, give written notice to the Purchaser that
such repurchase or substitution has taken place, amend the related Mortgage Loan
Schedule  to  reflect  the  withdrawal  of  the  Deleted Mortgage Loan from this
Agreement,  and,  in  the  case of substitution, identify a Qualified Substitute
Mortgage  Loan  and  amend  the  related  Mortgage  Loan Schedule to reflect the
addition  of  such  Qualified  Substitute  Mortgage  Loan to this Agreement.  In
connection  with any such substitution, the Company shall be deemed to have made
as to such Qualified Substitute Mortgage Loan the representations and warranties
set  forth in this Agreement except that all such representations and warranties
set  forth  in  this  Agreement  shall  be  deemed  made  as of the date of such
substitution.  The  Company  shall effect such substitution by delivering to the
Custodian  for such Qualified Substitute Mortgage Loan the documents required by
Section  2.03,  with the Mortgage Note endorsed as required by Section 2.03.  No
substitution will be made in any calendar month after the Determination Date for
such  month.  The  Company  shall  deposit  in the Custodial Account the Monthly
Payment less the Servicing Fee due on such Qualified Substitute Mortgage Loan or
Loans  in  the  month following the date of such substitution.  Monthly Payments
due  with  respect  to  Qualified  Substitute  Mortgage  Loans  in  the month of
substitution  shall  be  retained  by  the Company.  With respect to any Deleted
Mortgage  loan, distributions to Purchaser shall include the Monthly Payment due
on any Deleted Mortgage Loan in the month of substitution, and the Company shall
thereafter  be  entitled  to  retain  all  amounts  subsequently received by the
Company  in  respect  of  such  Deleted  Mortgage  Loan.

     For  any  month  in  which  the  Company substitutes a Qualified Substitute
Mortgage  Loan  for  a  Deleted  Mortgage  Loan, the Company shall determine the
amount  (if  any)  by  which  the  aggregate  principal balance of all Qualified
Substitute  Mortgage  Loans  as  of  the  date  of substitution is less than the
aggregate  Stated  Principal  Balance  of  all  Deleted  Mortgage  Loans  (after
application  of  scheduled principal payments due in the month of substitution).
The amount of such shortfall shall be distributed by the Company in the month of
substitution  pursuant  to  Section  5.01.  Accordingly,  on  the  date  of such
substitution,  the  Company  shall deposit from its own funds into the Custodial
Account  an  amount  equal  to  the  amount  of  such  shortfall.

     In  addition  to  such  repurchase  or substitution obligation, the Company
shall  indemnify the Purchaser and hold it harmless against any losses, damages,
penalties,  fines,  forfeitures, reasonable and necessary legal fees and related
costs, judgments, and other costs and expenses resulting from any claim, demand,
defense  or  assertion based on or grounded upon, or resulting from, a breach of
the  Company  representations and warranties contained in this Agreement.  It is
understood  and  agreed  that  the  obligations of the Company set forth in this
Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and
to  indemnify the Purchaser as provided in this Section 3.03 constitute the sole
remedies  of  the Purchaser respecting a breach of the foregoing representations
and  warranties.

     Any  cause  of action against the Company relating to or arising out of the
breach  of  any  representations  and  warranties made in Sections 3.01 and 3.02
shall  accrue  as  to any Mortgage Loan upon (i) discovery of such breach by the
Purchaser  or  notice  thereof by the Company to the Purchaser, (ii) failures by
the  Company  to  cure such breach or repurchase such Mortgage Loan as specified
above,  and  (iii)  demand upon the Company by the Purchaser for compliance with
this  Agreement.

     In  the  event  a  Mortgage  Loan pays off in full on or before the related
Closing  Date,  the  Company must repay the Purchaser the difference between the
Unpaid Principal Balance of such Mortgage Loan as of the date of pay off and the
Unpaid  Principal  Balance multiplied by the purchase price percentage adjusted,
if  necessary  in  accordance  with  the  Commitment  Letter.


                                   ARTICLE IV

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section  4.01     Company  to  Act  as  Servicer.
                  ------------------------------

     The Company, as an independent contractor, shall service and administer the
Mortgage  Loans and shall have full power and authority, acting alone or through
the  utilization of a Subcontractor, to do any and all things in connection with
such  servicing  and  administration  which  the  Company  may deem necessary or
desirable,  consistent  with  the  terms  of  this  Agreement  and with Accepted
Servicing Practices.  The Company shall be responsible for any and all acts of a
Subcontractor,  and the Company's utilization of a Subcontractor shall in no way
relieve  the  liability  of  the  Company  under  this  Agreement.

     Consistent  with the terms of this Agreement, the Company may waive, modify
or  vary  any term of any Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant indulgence to any Mortgagor
if  in  the  Company's  reasonable  and  prudent  determination  such  waiver,
modification,  postponement  or  indulgence  is  not  materially  adverse to the
Purchaser,  provided,  however,  that  the  Company  shall  not  make any future
advances with respect to a Mortgage Loan and (unless the Mortgagor is in default
with  respect  to  the  Mortgage Loan or such default is, in the judgment of the
Company,  imminent and the Company has obtained the prior written consent of the
Purchaser)  the  Company  shall  not permit any modification with respect to any
Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the
payment  of  principal  (except  for actual payments of principal) or change the
final  maturity  date  on  such  Mortgage  Loan.  In  the  event  of  any  such
modification which permits the deferral of interest or principal payments on any
Mortgage  Loan, the Company shall, on the Business Day immediately preceding the
Remittance Date in any month in which any such principal or interest payment has
been  deferred,  deposit  in  the  Custodial  Account  from  its  own  funds, in
accordance  with Section 5.03, the difference between (a) such month's principal
and  one  month's  interest  at  the Mortgage Loan Remittance Rate on the unpaid
principal  balance  of  such  Mortgage  Loan  and  (b)  the  amount  paid by the
Mortgagor.  The  Company shall be entitled to reimbursement for such advances to
the  same  extent  as  for  all  other  advances  made pursuant to Section 5.03.
Without  limiting  the  generality of the foregoing, the Company shall continue,
and  is  hereby  authorized  and  empowered, to execute and deliver on behalf of
itself and the Purchaser, all instruments of satisfaction or cancellation, or of
partial  or  full  release, discharge and all other comparable instruments, with
respect  to the Mortgage Loans and with respect to the Mortgaged Properties.  If
reasonably required by the Company, the Purchaser shall furnish the Company with
any  powers  of  attorney and other documents necessary or appropriate to enable
the  Company  to  carry  out  its servicing and administrative duties under this
Agreement.

     In servicing and administering the Mortgage Loans, the Company shall employ
procedures  (including collection procedures) and exercise the same care that it
customarily  employs and exercises in servicing and administering mortgage loans
for  its  own  account, giving due consideration to Accepted Servicing Practices
where  such  practices  do not conflict with the requirements of this Agreement,
and  the  Purchaser's  reliance  on  the  Company.

     The  Company is authorized and empowered by the Purchaser, in its own name,
when  the Company believes it appropriate in its reasonable judgment to register
any  Mortgage  Loan  on  the  MERS(R)  System,  or  cause  the  removal from the
registration of any Mortgage Loan on the MERS(R) System, with written consent of
the  Purchaser,  to execute and deliver, on behalf of the Purchaser, any and all
instruments  of assignment and other comparable instruments with respect to such
assignment  or re-recording of a Mortgage in the name of MERS, solely as nominee
for  the  Purchaser  and  its  successors  and  assigns.

     The  Company  shall cause to be maintained for each Cooperative Loan a copy
of  the  financing  statements  and shall file and such financing statements and
continuation  statements as necessary, in accordance with the Uniform Commercial
Code  applicable  in the jurisdiction in which the related Cooperative Apartment
is  located,  to  perfect  and  protect  the  security  interest and lien of the
Purchaser.

     The  Company  shall  apply  any  Principal  Prepayment  on an Interest Only
Mortgage  Loan  to  the  then-outstanding  principal  balance, at which time the
interest-only  payment  feature  shall  be  extinguished.  The  related  Monthly
Payment  shall thereafter consist of both principal and interest components, and
the amount of such Monthly Payment shall not change prior to the next Adjustment
Date.

Section  4.02     Liquidation  of  Mortgage  Loans.
                  --------------------------------

     In the event that any payment due under any Mortgage Loan and not postponed
pursuant  to  Section 4.01 is not paid when the same becomes due and payable, or
in  the  event  the  Mortgagor fails to perform any other covenant or obligation
under  the  Mortgage Loan and such failure continues beyond any applicable grace
period,  the  Company shall take such action as (1) the Company would take under
similar  circumstances  with respect to a similar mortgage loan held for its own
account  for  investment,  (2)  shall  be  consistent  with  Accepted  Servicing
Practices,  (3) the Company shall determine prudently to be in the best interest
of  Purchaser,  and (4) is consistent with any related PMI Policy.  In the event
that  any  payment  due  under  any  Mortgage  Loan is not postponed pursuant to
Section 4.01 and remains delinquent for a period of 90 days or any other default
continues  for  a  period  of 90 days beyond the expiration of any grace or cure
period,  the  Company  shall commence foreclosure proceedings, the Company shall
notify  the  Purchaser  in  writing of the Company's intention to do so, and the
Company  shall  not commence foreclosure proceedings if the Purchaser objects to
such  action  within  three  (3) Business Days of receiving such notice.  In the
event the Purchaser objects to such foreclosure action, the Company shall not be
required  to  make Monthly Advances with respect to such Mortgage Loan, pursuant
to  Section  5.03,  and  the  Company's obligation to make such Monthly Advances
shall  terminate  on  the  90th  day referred to above.  In such connection, the
Company  shall  from  its  own  funds  make  all  necessary and proper Servicing
Advances,  provided,  however,  that the Company shall not be required to expend
its  own  funds in connection with any foreclosure or towards the restoration or
preservation  of any Mortgaged Property, unless it shall determine (a) that such
preservation,  restoration  and/or  foreclosure  will  increase  the proceeds of
liquidation  of the Mortgage Loan to Purchaser after reimbursement to itself for
such  expenses  and  (b)  that  such  expenses  will be recoverable by it either
through  Liquidation  Proceeds  (respecting  which  it  shall  have priority for
purposes  of withdrawals from the Custodial Account pursuant to Section 4.05) or
through  Insurance  Proceeds  (respecting which it shall have similar priority).

     Notwithstanding  anything  to  the contrary contained herein, in connection
with  a foreclosure or acceptance of a deed in lieu of foreclosure, in the event
the  Company  has  reasonable  cause  to  believe  that  a Mortgaged Property is
contaminated  by  hazardous  or  toxic substances or wastes, or if the Purchaser
otherwise  requests  an  environmental  inspection  or  review of such Mortgaged
Property,  such  an  inspection  or  review  is  to  be conducted by a qualified
inspector.  The  cost  for  such  inspection  or  review  shall  be borne by the
Purchaser.  Upon  completion  of  the  inspection  or  review, the Company shall
promptly  provide  the  Purchaser  with  a  written  report of the environmental
inspection.

     After  reviewing  the  environmental inspection report, the Purchaser shall
determine  how the Company shall proceed with respect to the Mortgaged Property.
In  the  event  (a)  the  environmental  inspection  report  indicates  that the
Mortgaged  Property  is  contaminated by hazardous or toxic substances or wastes
and  (b)  the  Purchaser  directs  the  Company  to  proceed with foreclosure or
acceptance of a deed in lieu of foreclosure, the Company shall be reimbursed for
all reasonable costs associated with such foreclosure or acceptance of a deed in
lieu of foreclosure and any related environmental clean up costs, as applicable,
from  the  related  Liquidation  Proceeds,  or  if  the Liquidation Proceeds are
insufficient to fully reimburse the Company, the Company shall be entitled to be
reimbursed  from  amounts  in  the  Custodial  Account  pursuant to Section 4.05
hereof.  In  the  event  the  Purchaser  directs the Company not to proceed with
foreclosure or acceptance of a deed in lieu of foreclosure, the Company shall be
reimbursed for all Servicing Advances made with respect to the related Mortgaged
Property  from  the  Custodial  Account  pursuant  to  Section  4.05  hereof.

Section  4.03     Collection  of  Mortgage  Loan  Payments.
                  ----------------------------------------

     Continuously from the related Cut-off Date until the principal and interest
on  all Mortgage Loans are paid in full, the Company shall proceed diligently to
collect  all  payments  due under each of the Mortgage Loans when the same shall
become  due  and  payable  and  shall  take  special  care  in  ascertaining and
estimating  Escrow  Payments  and  all  other  charges  that will become due and
payable with respect to the Mortgage Loan and the Mortgaged Property, to the end
that  the  installments payable by the Mortgagors will be sufficient to pay such
charges  as  and  when  they  become  due  and  payable.

Section  4.04     Establishment  of  and  Deposits  to  Custodial  Account.
                  --------------------------------------------------------

     The  Company  shall  segregate  and  hold  all funds collected and received
pursuant  to  a  Mortgage  Loan separate and apart from any of its own funds and
general  assets and shall establish and maintain one or more Custodial Accounts,
in  the  form of time deposit or demand accounts, titled "Wells Fargo Bank, N.A.
in  trust for the Purchaser and/or subsequent purchasers of Mortgage Loans - P &
I."  The  Custodial  Account  shall  be established with a Qualified Depository.
Upon  request  of  the  Purchaser  and within ten (10) days thereof, the Company
shall  provide  the Purchaser with written confirmation of the existence of such
Custodial  Account.  Any funds deposited into the Custodial Account shall at all
times  be  insured  to  the  fullest  extent  allowed  by applicable law.  Funds
deposited  in the Custodial Account may be drawn on by the Company in accordance
with  Section  4.05.

     The  Company shall deposit in the Custodial Account within one (1) Business
Day of Company's receipt, and retain therein, the following collections received
by  the Company and payments made by the Company after the related Cut-off Date,
other  than  payments  of  principal  and  interest due on or before the related
Cut-off  Date,  or received by the Company prior to the related Cut-off Date but
allocable  to  a  period  subsequent  thereto:

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

     (ii)    all payments on account of interest on the Mortgage Loans adjusted
             to  the  Mortgage  Loan  Remittance  Rate;

     (iii)   all  Liquidation  Proceeds;

     (iv)    all  Insurance Proceeds including amounts required to be deposited
             pursuant  to  Section  4.10  (other than proceeds to be held in the
             Escrow  Account  and  applied  to  the restoration or repair of the
             Mortgaged  Property or released to the Mortgagor in accordance with
             Section  4.14),  Section  4.11  and  Section  4.15;

     (v)     all  Condemnation Proceeds which are not applied to the restoration
             or repair of the Mortgaged Property or released to the Mortgagor in
             accordance  with  Section  4.14;

     (vi)    any  amount  required  to  be  deposited  in the Custodial Account
             pursuant  to  Section  4.01,  5.03,  6.01  or  6.02;

     (vii)   any  amounts  payable  in  connection  with the repurchase of any
             Mortgage  Loan pursuant to Section 3.03 and all amounts required to
             be  deposited  by  the  Company  in  connection with a shortfall in
             principal amount of any Qualified Substitute Mortgage Loan pursuant
             to  Section  3.03;

     (viii)  with  respect to each Principal Prepayment an amount (to be paid
             by  the  Company out of its funds) which, when added to all amounts
             allocable  to  interest  received  in connection with the Principal
             Prepayment,  equals one month's interest on the amount of principal
             so  prepaid  at  the  Mortgage  Loan  Remittance  Rate;

     (ix)    any  amounts  required  to be deposited by the Company pursuant to
             Section  4.11  in  connection  with  the  deductible  clause in any
             blanket  hazard  insurance  policy;

     (x)     any amounts received with respect to or related to any REO Property
             and  all  REO  Disposition  Proceeds  pursuant to Section 4.16; and

     (xi)    an  amount  from  the  Subsidy  Account  that  when  added  to the
             Mortgagor's  payment  will  equal the full monthly amount due under
             the  related  Mortgage  Note.

     The  foregoing requirements for deposit into the Custodial Account shall be
exclusive,  it being understood and agreed that, without limiting the generality
of  the foregoing, payments in the nature of late payment charges and assumption
fees,  to  the  extent  permitted  by Section 6.01, need not be deposited by the
Company into the Custodial Account.  Any interest paid on funds deposited in the
Custodial  Account  by the depository institution shall accrue to the benefit of
the  Company  and  the  Company  shall  be  entitled to retain and withdraw such
interest  from  the  Custodial  Account  pursuant  to  Section  4.05.

Section  4.05     Permitted  Withdrawals  From  Custodial  Account.
                  ------------------------------------------------

     The  Company  shall,  from  time to time, withdraw funds from the Custodial
Account  for  the  following  purposes:

     (i)     to  make payments to the Purchaser in the amounts and in the manner
             provided  for  in  Section  5.01;

     (ii)    to  reimburse  itself  for Monthly Advances of the Company's funds
             made  pursuant  to  Section  5.03, the Company's right to reimburse
             itself  pursuant  to  this  subclause (ii) being limited to amounts
             received on the related Mortgage Loan which represent late payments
             of  principal and/or interest respecting which any such advance was
             made,  it  being  understood  that,  in  the  case  of  any  such
             reimbursement,  the  Company's  right thereto shall be prior to the
             rights  of Purchaser, except that, where the Company is required to
             repurchase  a  Mortgage  Loan pursuant to Section 3.03 or 6.02, the
             Company's  right  to  such reimbursement shall be subsequent to the
             payment  to  the Purchaser of the Repurchase Price pursuant to such
             sections and all other amounts required to be paid to the Purchaser
             with  respect  to  such  Mortgage  Loan;

     (iii)   to  reimburse itself for unreimbursed Servicing Advances, and for
             any  unpaid Servicing Fees, the Company's right to reimburse itself
             pursuant  to this subclause (iii) with respect to any Mortgage Loan
             being  limited  to  related  Liquidation  Proceeds,  Condemnation
             Proceeds,  Insurance  Proceeds  and  such  other  amounts as may be
             collected  by  the Company from the Mortgagor or otherwise relating
             to  the Mortgage Loan, it being understood that, in the case of any
             such  reimbursement,  the Company's right thereto shall be prior to
             the  rights of Purchaser, except that where the Company is required
             to  repurchase a Mortgage Loan pursuant to Section 3.03 or 6.02, in
             which  case  the  Company's  right  to  such reimbursement shall be
             subsequent  to the payment to the Purchaser of the Repurchase Price
             pursuant to such sections and all other amounts required to be paid
             to  the  Purchaser  with  respect  to  such  Mortgage  Loan.  Upon
             Purchaser's  request,  the  Company  shall  provide  documentation
             supporting  the  Company's  Servicing  Advances;

     (iv)    to  pay  itself  interest  on  funds  deposited  in  the Custodial
             Account;

     (v)     to  reimburse  itself  for expenses incurred and reimbursable to it
             pursuant  to  Section  8.01;

     (vi)    to  pay  any  amount  required to be paid pursuant to Section 4.16
             related  to any REO Property, it being understood that, in the case
             of  any  such expenditure or withdrawal related to a particular REO
             Property,  the  amount  of  such expenditure or withdrawal from the
             Custodial  Account  shall  be  limited to amounts on deposit in the
             Custodial  Account  with  respect  to  the  related  REO  Property;

     (vii)   to  reimburse  itself  for any Servicing Advances or REO expenses
             after  liquidation  of  the  Mortgaged  Property  not  otherwise
             reimbursed  above;

     (viii)  to remove funds inadvertently placed in the Custodial Account by
             the  Company;  and

     (ix)    to  clear and terminate the Custodial Account upon the termination
             of  this  Agreement.

     In  the  event  that  the  Custodial  Account  is interest bearing, on each
Remittance Date, the Company shall withdraw all funds from the Custodial Account
except  for  those  amounts  which, pursuant to Section 5.01, the Company is not
obligated  to remit on such Remittance Date.  The Company may use such withdrawn
funds  only  for  the  purposes  described  in  this  Section  4.05.

Section  4.06     Establishment  of  and  Deposits  to  Escrow  Account.
                  -----------------------------------------------------

     The  Company  shall  segregate  and  hold  all funds collected and received
pursuant to a Mortgage Loan constituting Escrow Payments separate and apart from
any  of its own funds and general assets and shall establish and maintain one or
more  Escrow  Accounts,  in the form of time deposit or demand accounts, titled,
"Wells Fargo Bank, N.A., in trust for the Purchaser and/or subsequent purchasers
of  Residential  Mortgage  Loans,  and  various Mortgagors - T & I."  The Escrow
Accounts  shall  be  established  with a Qualified Depository, in a manner which
shall  provide  maximum  available  insurance  thereunder.  Upon  request of the
Purchaser  and  within  ten  (10)  days  thereof,  the Company shall provide the
Purchaser  with  written  confirmation  of the existence of such Escrow Account.
Funds  deposited  in  the  Escrow  Account  may  be  drawn  on by the Company in
accordance  with  Section  4.07.

     The  Company shall deposit in the Escrow Account or Accounts within one (1)
Business  Days  of  Company's  receipt,  and  retain  therein:

     (i)     all Escrow Payments collected on account of the Mortgage Loans, for
             the  purpose  of  effecting  timely  payment  of  any such items as
             required  under  the  terms  of  this  Agreement;

     (ii)    all  amounts  representing  Insurance  Proceeds  or  Condemnation
             Proceeds  which  are  to be applied to the restoration or repair of
             any  Mortgaged  Property;  and

     (iii)   all  payments  on  account  of  Buydown  Funds.

     The  Company  shall make withdrawals from the Escrow Account only to effect
such  payments  as  are  required  under this Agreement, as set forth in Section
4.07.  The  Company  shall  be  entitled  to  retain  any interest paid on funds
deposited  in  the  Escrow  Account  by  the  depository institution, other than
interest  on escrowed funds required by law to be paid to the Mortgagor.  To the
extent  required by law, the Company shall pay interest on escrowed funds to the
Mortgagor notwithstanding that the Escrow Account may be non-interest bearing or
that  interest  paid  thereon  is  insufficient  for  such  purposes.

Section  4.07     Permitted  Withdrawals  From  Escrow  Account.
                  ---------------------------------------------

     Withdrawals  from the Escrow Account or Accounts may be made by the Company
only:

     (i)     to  effect  timely  payments  of  ground rents, taxes, assessments,
             water rates, mortgage insurance premiums, condominium charges, fire
             and  hazard  insurance  premiums or other items constituting Escrow
             Payments  for  the  related  Mortgage;

     (ii)    to  reimburse  the  Company for any Servicing Advances made by the
             Company pursuant to Section 4.08 with respect to a related Mortgage
             Loan,  but  only from amounts received on the related Mortgage Loan
             which  represent  late  collections  of Escrow Payments thereunder;

     (iii)   to refund to any Mortgagor any funds found to be in excess of the
             amounts  required  under  the  terms  of the related Mortgage Loan;

     (iv)    for  transfer  to  the Custodial Account and application to reduce
             the  principal  balance of the Mortgage Loan in accordance with the
             terms  of  the  related  Mortgage  and  Mortgage  Note;

     (v)     for  application to restoration or repair of the Mortgaged Property
             in  accordance  with  the  procedures  outlined  in  Section  4.14;

     (vi)    to  pay to the Company, or any Mortgagor to the extent required by
             law,  any  interest  paid  on  the  funds  deposited  in the Escrow
             Account;

     (vii)   to remove funds inadvertently placed in the Escrow Account by the
             Company;

     (viii)  to  remit  to  Purchaser payments on account of Buydown Funds as
             applicable;  and

     (ix)    to  clear  and  terminate the Escrow Account on the termination of
             this  Agreement.

Section  4.08     Payment  of  Taxes,  Insurance  and  Other  Charges.
                  ---------------------------------------------------

     With  respect  to  each  Mortgage Loan, the Company shall maintain accurate
records  reflecting the status of ground rents, taxes, assessments, water rates,
sewer rents, and other charges which are or may become a lien upon the Mortgaged
Property  and  the  status  of PMI Policy premiums and fire and hazard insurance
coverage  and shall obtain, from time to time, all bills for the payment of such
charges  (including  renewal premiums) and shall effect payment thereof prior to
the  applicable penalty or termination date, employing for such purpose deposits
of  the  Mortgagor  in  the  Escrow  Account which shall have been estimated and
accumulated  by  the Company in amounts sufficient for such purposes, as allowed
under  the  terms  of the Mortgage.  The Company assumes full responsibility for
the timely payment of all such bills and shall effect timely payment of all such
charges  irrespective of each Mortgagor's faithful performance in the payment of
same  or  the making of the Escrow Payments, and the Company shall make advances
from  its  own  funds  to  effect  such  payments.

Section  4.09     Protection  of  Accounts.
                  ------------------------

     The  Company may transfer the Custodial Account, the Subsidy Account or the
Escrow  Account to a different Qualified Depository from time to time with prior
written  notice  to  Purchaser.

Section  4.10     Maintenance  of  Hazard  Insurance.
                  ----------------------------------

     The  Company  shall  cause  to  be maintained for each Mortgage Loan hazard
insurance  such that all buildings upon the Mortgaged Property are insured by an
insurer acceptable to Fannie Mae or Freddie Mac against loss by fire, hazards of
extended  coverage and such other hazards as are customary in the area where the
Mortgaged  Property  is  located,  in  an  amount which is at least equal to the
lesser  of  (i) 100% of the insurable value, on a replacement cost basis, of the
improvements  on the related Mortgaged Property, and (ii) the greater of (a) the
outstanding  principal  balance of the Mortgage Loan and (b) an amount such that
the proceeds of such insurance shall be sufficient to prevent the application to
the  Mortgagor or the loss payee of any coinsurance clause under the policy.  In
the  event  a hazard insurance policy shall be in danger of being terminated, or
in  the  event the insurer shall cease to be acceptable to Fannie Mae or Freddie
Mac, the Company shall notify the Purchaser and the related Mortgagor, and shall
use  its  best  efforts,  as permitted by applicable law, to obtain from another
qualified  insurer  a  replacement  hazard  insurance  policy  substantially and
materially  similar  in  all  respects  to  the  original  policy.  In no event,
however, shall a Mortgage Loan be without a hazard insurance policy at any time,
subject  only  to  Section  4.11  hereof.

     If  upon  origination  of the Mortgage Loan, the related Mortgaged Property
was  located  in  an area identified by the Flood Emergency Management Agency as
having  special flood hazards (and such flood insurance has been made available)
a  flood  insurance policy meeting the requirements of the current guidelines of
the  Federal  Insurance  Administration is in effect with a generally acceptable
insurance  carrier  acceptable  to  Fannie  Mae  or  Freddie  Mac  in  an amount
representing  coverage  equal  to the lesser of (i) the minimum amount required,
under  the  terms  of  coverage,  to  compensate  for  any  damage  or loss on a
replacement  cost  basis  (or  the unpaid balance of the mortgage if replacement
cost  coverage  is  not available for the type of building insured) and (ii) the
maximum  amount  of  insurance  which  is  available  under  the  Flood Disaster
Protection  Act  of  1973,  as  amended.  If  at any time during the term of the
Mortgage  Loan,  the Company determines in accordance with applicable law that a
Mortgaged  Property is located in a special flood hazard area and is not covered
by  flood  insurance or is covered in an amount less than the amount required by
the  Flood Disaster Protection Act of 1973, as amended, the Company shall notify
the  related  Mortgagor  that  the  Mortgagor  must  obtain such flood insurance
coverage,  and  if  said  Mortgagor fails to obtain the required flood insurance
coverage  within forty-five (45) days after such notification, the Company shall
immediately  force place the required flood insurance on the Mortgagor's behalf,
as  permitted  by  applicable  law.

     If  a  Mortgage  is secured by a unit in a condominium project, the Company
shall  verify  that  the coverage required of the owner's association, including
hazard,  flood,  liability,  and  fidelity  coverage,  is  being  maintained  in
accordance  with  then  current  Fannie  Mae  requirements,  and secure from the
owner's  association  its agreement to notify the Company promptly of any change
in  the insurance coverage or of any condemnation or casualty loss that may have
a  material  effect  on  the  value  of  the  Mortgaged  Property  as  security.

     In  the  event  that  any Purchaser or the Company shall determine that the
Mortgaged Property should be insured against loss or damage by hazards and risks
not covered by the insurance required to be maintained by the Mortgagor pursuant
to the terms of the Mortgage, the Company shall communicate and consult with the
Mortgagor  with  respect  to  the  need  for  such  insurance  and  bring to the
Mortgagor's attention the required amount of coverage for the Mortgaged Property
and  if  the  Mortgagor  does  not  obtain  such  coverage,  the  Company  shall
immediately  force  place  the  required  coverage  on  the  Mortgagor'.

     All  policies  required  hereunder shall name the Company as loss payee and
shall  be  endorsed  with  standard  or  union  mortgagee  clauses,  without
contribution,  which  shall provide for at least 30 days prior written notice of
any  cancellation,  reduction  in  amount  or  material  change  in  coverage.

     The  Company  shall not interfere with the Mortgagor's freedom of choice in
selecting  either  his  insurance  carrier or agent, provided, however, that the
Company  shall  not  accept any such insurance policies from insurance companies
unless  such  companies  are  acceptable  to  Fannie Mae and Freddie Mac and are
licensed  to  do business in the jurisdiction in which the Mortgaged Property is
located.  The Company shall determine that such policies provide sufficient risk
coverage  and  amounts,  that  they  insure  the  property  owner, and that they
properly  describe  the  property  address.

     Pursuant  to  Section  4.04, any amounts collected by the Company under any
such  policies  (other  than  amounts  to be deposited in the Escrow Account and
applied  to  the  restoration  or  repair  of the related Mortgaged Property, or
property  acquired in liquidation of the Mortgage Loan, or to be released to the
Mortgagor,  in  accordance  with  the  Company's  normal servicing procedures as
specified  in  Section 4.14) shall be deposited in the Custodial Account subject
to  withdrawal  pursuant  to  Section  4.05.

Section  4.11     Maintenance  of  Mortgage  Impairment  Insurance.
                  ------------------------------------------------

     In  the  event  that the Company shall obtain and maintain a blanket policy
insuring  against  losses  arising  from fire and hazards covered under extended
coverage  on all of the Mortgage Loans, then, to the extent such policy provides
coverage  in an amount equal to the amount required pursuant to Section 4.10 and
otherwise  complies  with  all  other  requirements  of  Section  4.10, it shall
conclusively be deemed to have satisfied its obligations as set forth in Section
4.10.  The  Company  shall  prepare and make any claims on the blanket policy as
deemed necessary by the Company in accordance with Accepted Servicing Practices.
Any  amounts  collected  by  the  Company  under  any  such policy relating to a
Mortgage  Loan shall be deposited in the Custodial Account subject to withdrawal
pursuant to Section 4.05.  Such policy may contain a deductible clause, in which
case,  in  the  event  that  there shall not have been maintained on the related
Mortgaged  Property  a  policy complying with Section 4.10, and there shall have
been  a  loss  which  would  have been covered by such policy, the Company shall
deposit  in  the  Custodial  Account  at  the  time  of such loss the amount not
otherwise  payable  under  the blanket policy because of such deductible clause,
such  amount  to  be  deposited  from the Company's funds, without reimbursement
therefor.  Upon  request  of  the  Purchaser,  the  Company  shall  cause  to be
delivered  to such Purchaser a certificate of insurance and a statement from the
insurer  thereunder  that  such  policy  shall  in  no  event  be  terminated or
materially  modified  without  30  days' prior written notice to such Purchaser.

Section  4.12     Maintenance  of  Fidelity  Bond  and  Errors  and  Omissions
                  ------------------------------------------------------------
                  Insurance.
                  ---------

     The  Company shall maintain with responsible companies, at its own expense,
a blanket Fidelity Bond and an Errors and Omissions Insurance Policy, with broad
coverage  on  all  officers,  employees  or other Persons acting in any capacity
requiring  such  Persons to handle funds, money, documents or papers relating to
the Mortgage Loans ("Company Employees").  Any such Fidelity Bond and Errors and
Omissions Insurance Policy shall be in the form of the Mortgage Banker's Blanket
Bond and shall protect and insure the Company against losses, including forgery,
theft,  embezzlement,  fraud,  errors  and  omissions and negligent acts of such
Company Employees.  Such Fidelity Bond and Errors and Omissions Insurance Policy
also  shall protect and insure the Company against losses in connection with the
release  or  satisfaction  of a Mortgage Loan without having obtained payment in
full  of  the  indebtedness  secured thereby.  No provision of this Section 4.12
requiring  such  Fidelity  Bond  and Errors and Omissions Insurance Policy shall
diminish  or relieve the Company from its duties and obligations as set forth in
this  Agreement.  The  minimum coverage under any such bond and insurance policy
shall  be  with a company acceptable to Fannie Mae or Freddie Mac and in amounts
at least equal to the amounts acceptable to Fannie Mae or Freddie Mac.  Upon the
request  of  any  Purchaser,  the  Company  shall  cause to be delivered to such
Purchaser a certified true copy of such fidelity bond and insurance policy and a
statement  from the surety and the insurer that such fidelity bond and insurance
policy  shall  in no event be terminated or materially modified without 30 days'
prior  written  notice  to  the  Purchaser.

Section  4.13     Inspections.
                  -----------

     If  any  Mortgage  Loan  is  more  than  60  days  delinquent,  the Company
immediately  shall  inspect  the Mortgaged Property and shall conduct subsequent
inspections  in  accordance  with  Accepted  Servicing  Practices  or  as may be
required  by  the  primary  mortgage guaranty insurer.  The Company shall keep a
record  of  each  such inspection and shall provide the Purchaser with copies of
such  upon  request.

Section  4.14     Restoration  of  Mortgaged  Property.
                  ------------------------------------

     The  Company  need  not  obtain  the  approval  of  the  Purchaser prior to
releasing any Insurance Proceeds or Condemnation Proceeds to the Mortgagor to be
applied  to  the restoration or repair of the Mortgaged Property if such release
is  in  accordance  with  Accepted Servicing Practices.  For claims greater than
$15,000,  at a minimum the Company shall comply with the following conditions in
connection with any such release of Insurance Proceeds or Condemnation Proceeds:

     (i)     the  Company shall receive satisfactory independent verification of
             completion  of  repairs and issuance of any required approvals with
             respect  thereto;

     (ii)    the  Company  shall  take  all  steps  necessary  to  preserve the
             priority of the lien of the Mortgage, including, but not limited to
             requiring  waivers  with  respect  to  mechanics' and materialmen's
             liens;

     (iii)   the  Company  shall  verify  that  the  Mortgage  Loan  is not in
             default;  and

     (iv)    pending  repairs  or  restoration,  the  Company  shall  place the
             Insurance  Proceeds or Condemnation Proceeds in the Escrow Account.

     If  the  Purchaser  is  named  as  an additional loss payee, the Company is
hereby  empowered to endorse any loss draft issued in respect of such a claim in
the  name  of  the  Purchaser.

Section  4.15     Maintenance  of  PMI  Policy;  Claims.
                  -------------------------------------

     Each  Mortgage  Loan  has an LTV as indicated on the Mortgage Loan Schedule
and Electronic Data File.  Except as indicated on the Electronic Data File, with
respect  to  each  Mortgage  Loan  with  an  LTV in excess of 80% at the time of
origination,  the  Company  shall, without any cost to the Purchaser maintain or
cause  the  Mortgagor  to maintain in full force and effect a PMI Policy or LPMI
Policy  insuring  a portion of the unpaid principal balance of the Mortgage Loan
as  to  payment  defaults.  If  the Mortgage Loan is insured by a PMI Policy for
which  the  Mortgagor pays all premiums, the coverage will remain in place until
(i)  the  LTV  decreases  to  78% or (ii) the PMI Policy is otherwise terminated
pursuant  to the Homeowners Protection Act of 1998, 12 USC 4901, et seq.  In the
event  that  such  PMI Policy shall be terminated other than as required by law,
the Company shall obtain from another Qualified Insurer a comparable replacement
policy, with a total coverage equal to the remaining coverage of such terminated
PMI  Policy.  If  the insurer shall cease to be a Qualified Insurer, the Company
shall  determine  whether  recoveries  under  the PMI Policy and LPMI Policy are
jeopardized  for  reasons related to the financial condition of such insurer, it
being  understood  that the Company shall in no event have any responsibility or
liability  for  any  failure  to recover under the PMI Policy or LPMI Policy for
such  reason.  If  the Company determines that recoveries are so jeopardized, it
shall  notify  the  Purchaser  and  the  Mortgagor, if required, and obtain from
another Qualified Insurer a replacement insurance policy.  The Company shall not
take  any  action  which  would  result  in noncoverage under any applicable PMI
Policy  or  LPMI  Policy  of  any loss which, but for the actions of the Company
would  have  been  covered  thereunder.  In  connection  with  any assumption or
substitution  agreement  entered  into or to be entered into pursuant to Section
6.01, the Company shall promptly notify the insurer under the related PMI Policy
or  LPMI  Policy,  if  any,  of  such assumption or substitution of liability in
accordance  with  the terms of such PMI Policy or LPMI Policy and shall take all
actions which may be required by such insurer as a condition to the continuation
of  coverage  under  such  PMI  Policy  or  LPMI  Policy.  If such PMI Policy is
terminated  as  a  result  of  such assumption or substitution of liability, the
Company  shall obtain a replacement PMI Policy or LPMI Policy as provided above.

     In  connection  with  its  activities  as  servicer,  the Company agrees to
prepare  and  present,  on  behalf  of  itself  and the Purchaser, claims to the
insurer under any PMI Policy in a timely fashion in accordance with the terms of
such  PMI  Policy and, in this regard, to take such action as shall be necessary
to  permit  recovery  under any PMI Policy respecting a defaulted Mortgage Loan.
Pursuant  to  Section  4.04,  any amounts collected by the Company under any PMI
Policy  shall  be  deposited  in  the  Custodial  Account, subject to withdrawal
pursuant  to  Section  4.05.

Section  4.16     Title,  Management  and  Disposition  of  REO  Property.
                  -------------------------------------------------------

     In  the  event  that  title  to  any  Mortgaged  Property  is  acquired  in
foreclosure  or  by deed in lieu of foreclosure, the deed or certificate of sale
shall  be  taken  in the name of the Purchaser, or in the event the Purchaser is
not  authorized  or  permitted to hold title to real property in the state where
the  REO  Property  is  located, or would be adversely affected under the "doing
business" or tax laws of such state by so holding title, the deed or certificate
of  sale  shall  be  taken  in  the  name  of such Person or Persons as shall be
consistent  with an Opinion of Counsel obtained by the Company from any attorney
duly  licensed  to  practice law in the state where the REO Property is located.
The  Person  or  Persons  holding  such  title  other  than  the Purchaser shall
acknowledge  in  writing  that  such  title  is  being  held  as nominee for the
Purchaser.

     The  Purchaser shall have the option to manage and operate the REO Property
provided  the  Purchaser  gives  written notice of its intention to do so within
thirty  (30)  days after such REO Property is acquired in foreclosure or by deed
in lieu of foreclosure. The election by the Purchaser to manage the REO Property
shall  not  constitute  a  termination  of any rights of the Company pursuant to
Section  11.02.  Upon  the Company's receipt of such written notice, it shall be
relived of any obligation to manage, conserve, protect, operate, dispose or sell
the Mortgaged Property for the Purchaser, or its designee.  All such duties will
become  the  obligation  of the Purchaser, or its designee.  In such connection,
upon  the  Mortgaged  Property being acquired on behalf of the Purchaser, or its
designee,  the  Company  shall  fully  cooperate  with  Purchaser  to  transfer
management  of  the  REO  Property  to  Purchaser,  or  its  designee, and shall
immediately  submit  a  statement of expenses to the Purchaser for reimbursement
within 30 days for all Monthly Advances and Servicing Advances.  If Company does
not receive reimbursement of such expenses from the Purchaser within the 30-days
of the statement of expenses, Company shall be permitted to withdraw such amount
from  the  Custodial  Account  pursuant  to  Section  4.05.

     In  the  event  the Purchaser does not elect to manage an REO Property, the
Company  shall  manage,  conserve  and  protect the related REO Property for the
Purchaser.  The  Company,  either  itself  or  through  an agent selected by the
Company,  shall  manage  the  REO  Property  in the same manner that it manages,
conserves,  protects and operates other foreclosed property for its own account,
and  in  the  same  manner that similar property in the same locality as the REO
Property  is  managed.  The  Company  shall  attempt  to  sell the same (and may
temporarily  rent  the  same  for  a period not greater than one year, except as
otherwise  provided  below) on such terms and conditions as the Company deems to
be  in  the  best  interest  of  the  Purchaser.

     The  Company  shall  use its best efforts to dispose of the REO Property as
soon  as  possible and shall sell such REO Property in any event within one year
after title has been taken to such REO Property, unless (i) a REMIC election has
not been made with respect to the arrangement under which the Mortgage Loans and
the  REO  Property  are  held,  and  (ii)  the  Company determines, and gives an
appropriate  notice  to  the  Purchaser  to such effect, that a longer period is
necessary  for the orderly liquidation of such REO Property.  If a period longer
than one year is permitted under the foregoing sentence and is necessary to sell
any  REO  Property,  (i) the Company shall report monthly to the Purchaser as to
the  progress  being  made  in  selling  such REO Property and (ii) if, with the
written  consent  of  the  Purchaser,  a  purchase  money  mortgage  is taken in
connection  with  such sale, such purchase money mortgage shall name the Company
as  mortgagee,  and  such  purchase money mortgage shall not be held pursuant to
this Agreement, but instead a separate participation agreement among the Company
and  Purchaser  shall  be  entered  into  with  respect  to  such purchase money
mortgage.

     The  Company  shall  also  maintain  on  each  REO Property fire and hazard
insurance  with  extended  coverage  in  amount  which  is at least equal to the
maximum  insurable  value of the improvements which are a part of such property,
liability  insurance  and,  to the extent required and available under the Flood
Disaster  Protection  Act  of  1973,  as  amended, flood insurance in the amount
required  above.

     The disposition of REO Property shall be carried out by the Company at such
price,  and  upon  such  terms and conditions, as the Company deems to be in the
best interests of the Purchaser.  The proceeds of sale of the REO Property shall
be promptly deposited in the Custodial Account.  As soon as practical thereafter
the  expenses  of such sale shall be paid and the Company shall reimburse itself
for  any  related  unreimbursed  Servicing  Advances,  unpaid Servicing Fees and
unreimbursed  advances  made  pursuant  to Section 5.03.  On the Remittance Date
immediately  following  the  Principal  Prepayment  Period  in  which  such sale
proceeds  are  received  the  net  cash  proceeds  of such sale remaining in the
Custodial  Account  shall  be  distributed  to  the  Purchaser.

     The  Company  shall  withdraw the Custodial Account funds necessary for the
proper  operation  management and maintenance of the REO Property, including the
cost  of  maintaining any hazard insurance pursuant to Section 4.10 and the fees
of  any  managing agent of the Company, or the Company itself. The Company shall
make  monthly  distributions on each Remittance Date to the Purchaser of the net
cash  flow  from  the REO Property (which shall equal the revenues from such REO
Property  net  of the expenses described in the Section 4.16 and of any reserves
reasonably  required  from  time to time to be maintained to satisfy anticipated
liabilities  for  such  expenses).

Section  4.17     Real  Estate  Owned  Reports.
                  ----------------------------

     Together with the statement furnished pursuant to Section 5.02, the Company
shall  furnish  to  the  Purchaser on or before the Remittance Date each month a
statement  with  respect  to any REO Property covering the operation of such REO
Property for the previous month and the Company's efforts in connection with the
sale  of such REO Property and any rental of such REO Property incidental to the
sale  thereof  for  the  previous month.  That statement shall be accompanied by
such  other  information  as  the  Purchaser  shall  reasonably  request.

Section  4.18     Liquidation  Reports.
                  --------------------

     Upon  the  foreclosure  sale  of  any Mortgaged Property or the acquisition
thereof  by the Purchaser pursuant to a deed in lieu of foreclosure, the Company
shall  submit  to  the  Purchaser  a  liquidation  report  with  respect to such
Mortgaged  Property.

Section 4.19     Reports of Foreclosures and Abandonments of Mortgaged Property.
                 --------------------------------------------------------------

     Following  the  foreclosure  sale or abandonment of any Mortgaged Property,
the Company shall report such foreclosure or abandonment as required pursuant to
Section  6050J  of  the  Code.  The  Company shall file information reports with
respect  to the receipt of mortgage interest received in a trade or business and
information returns relating to cancellation of indebtedness income with respect
to  any  Mortgaged  Property  as required by the Code.  Such reports shall be in
form  and substance sufficient to meet the reporting requirements imposed by the
Code.

Section  4.20     Application  of  Buydown  Funds.
                  --------------------------------

     With  respect  to  each  Buydown  Mortgage  Loan,  the  Company  shall have
deposited  into  the  Escrow  Account,  no later than the last day of the month,
Buydown  Funds  in  an  amount  equal  to  the  aggregate undiscounted amount of
payments  that,  when added to the amount the Mortgagor on such Mortgage Loan is
obligated  to  pay  on all Due Dates in accordance with the terms of the Buydown
Agreement, is equal to the full scheduled Monthly Payments which are required to
be  paid  by the Mortgagor under the terms of the related Mortgage Note (without
regard to the related Buydown Agreement as if the Mortgage Loan were not subject
to  the  terms of the Buydown Agreement).  With respect to each Buydown Mortgage
Loan,  the  Company  will distribute to the Purchaser on each Remittance Date an
amount  of  Buydown  Funds  equal  to  the amount that, when added to the amount
required  to  be  paid on such date by the related Mortgagor, pursuant to and in
accordance  with  the related Buydown Agreement, equals the full Monthly Payment
that would otherwise be required to be paid on such Mortgage Loan by the related
Mortgagor  under the terms of the related Mortgage Note (as if the Mortgage Loan
were  not  a  Buydown  Mortgage  Loan  and without regard to the related Buydown
Agreement).

     If  the Mortgagor on a Buydown Mortgage Loan defaults on such Mortgage Loan
during  the  Buydown  Period  and  the  Mortgaged Property securing such Buydown
Mortgage  Loan  is sold in the liquidation thereof (either by the Company or the
insurer  under  any  related Primary Insurance Policy) the Company shall, on the
Remittance  Date  following  the  date  upon  which  Liquidation Proceeds or REO
Disposition  proceeds  are  received  with  respect to any such Buydown Mortgage
Loan,  distribute to the Purchaser all remaining Buydown Funds for such Mortgage
Loan  then  remaining  in  the  Escrow  Account.  Pursuant  to the terms of each
Buydown  Agreement,  any amounts distributed to the Purchaser in accordance with
the  preceding  sentence  will  be  applied  to reduce the outstanding principal
balance  of  the  related  Buydown  Mortgage  Loan.  If a Mortgagor on a Buydown
Mortgage  Loan  prepays  such  Mortgage  Loan in its entirety during the related
Buydown  Period,  the  Company  shall  be  required  to withdraw from the Escrow
Account  any  Buydown Funds remaining in the Escrow Account with respect to such
Buydown  Mortgage  Loan  in accordance with the related Buydown Agreement.  If a
principal  prepayment  by  a  Mortgagor  on  a  Buydown Mortgage Loan during the
related  Buydown  Period,  together with any Buydown Funds then remaining in the
Escrow  Account  related  to  such  Buydown  Mortgage  Loan,  would  result in a
principal  prepayment  of  the  entire  unpaid  principal balance of the Buydown
Mortgage  Loan,  the Company shall distribute to the Purchaser on the Remittance
Date  occurring  in  the  month  immediately  succeeding the month in which such
Principal  Prepayment  is  received,  all Buydown Funds related to such Mortgage
Loan  so  remaining in the Escrow Account, together with any amounts required to
be  deposited  into  the  Custodial  Account.

Section  4.21     Notification  of  Adjustments.
                  ------------------------------

     With  respect  to  each  adjustable  rate  Mortgage Loan, the Company shall
adjust  the  Mortgage Interest Rate on the related Interest Rate Adjustment Date
in  compliance  with the requirements of applicable law and the related Mortgage
and  Mortgage Note.  The Company shall execute and deliver any and all necessary
notices required under applicable law and the terms of the related Mortgage Note
and  Mortgage  regarding  the  Mortgage  Interest  Rate  adjustments.  Upon  the
discovery  by  the  Company or the receipt of notice from the Purchaser that the
Company  has  failed  to  adjust a Mortgage Interest Rate in accordance with the
terms of the related Mortgage Note, the Company shall immediately deposit in the
Custodial Account from its own funds the amount of any interest loss or deferral
caused  the  Purchaser  thereby.

Section  4.22     Confidentiality/Protection  of  Customer  Information.
                  ------------------------------------------------------

The  Company shall keep confidential and shall not divulge to any party, without
the  Purchaser's  prior written consent, the price paid by the Purchaser for the
Mortgage Loans, except to the extent that it is reasonable and necessary for the
Company  to do so in working with legal counsel, auditors, taxing authorities or
other  governmental  agencies.  Each  party agrees that it shall comply with all
applicable  laws  and  regulations regarding the privacy or security of Customer
Information  and  shall  maintain  appropriate  administrative,  technical  and
physical  safeguards  to  protect the security, confidentiality and integrity of
Customer  Information,  including maintaining security measures designed to meet
the  Interagency  Guidelines  Establishing  Standards  for Safeguarding Customer
Information,  66  Fed.  Reg. 8616 (the "Interagency Guidelines"), if applicable.
For  purposes  of  this Section 4.22, the term "Customer Information" shall have
the  meaning  assigned  to  it  in  the  Interagency  Guidelines.

Section  4.23     Fair  Credit  Reporting  Act
                  ----------------------------

     The  Company, in its capacity as servicer for each Mortgage Loan, agrees to
fully  furnish,  in  accordance  with  the  Fair  Credit  Reporting  Act and its
implementing regulations, accurate and complete information (e.g., favorable and
unfavorable)  on  its borrower credit files to Equifax, Experian and Trans Union
Credit  Information  Company  (three  of  the credit repositories), on a monthly
basis.

Section  4.24     Establishment  of  and  Deposits  to  Subsidy  Account.
                  ------------------------------------------------------
     The  Company  shall  segregate  and  hold  all  Subsidy Funds collected and
received  pursuant  to  the Subsidy Loans separate and apart from any of its own
funds  and  general  assets and shall establish and maintain one or more Subsidy
Accounts,  in  the  form of time deposit or demand accounts, titled "Wells Fargo
Bank,  N.A.,  in  trust  for  the  Purchaser,  its successors or assigns, and/or
subsequent  purchasers  of  residential Mortgage Loans, and various Mortgagors."
The  Subsidy  Account  shall  be an eligible deposit account established with an
eligible  institution.

     The  Company  shall,  from  time  to  time, withdraw funds from the Subsidy
Account  for  the  following  purposes:

          (i)     to  deposit in the Custodial Account in the amounts and in the
                  manner  provided  for  in  Section  4.04(xi);

          (ii)    to  transfer  funds  to  another  eligible  institution  in
                  accordance  with  Section  4.09  hereof;

          (iii)   to  withdraw  funds  deposited  in  error;  and

          (iv)    to  clear  and  terminate  the  Subsidy  Account  upon  the
                  termination  of  this  Agreement.

     Notwithstanding  anything  to the contrary elsewhere in this Agreement, the
Company  may employ the Escrow Account as the Subsidy Account to the extent that
the  Company  can  separately  identify  any  Subsidy  Funds  deposited therein.

Section  4.25     Use  of  Subservicers  and  Subcontractors.
                  ------------------------------------------

     The  Company  shall  not  hire  or  otherwise  utilize  the services of any
Subservicer  to  fulfill  any  of  the  obligations  of  the  Company under this
Agreement  or  any Reconstitution Agreement unless the Company complies with the
provisions of paragraph (a) of this Section 4.25.  The Company shall not hire or
otherwise  utilize  the  services of any Subcontractor, and shall not permit any
Subservicer  to  hire or otherwise utilize the services of any Subcontractor, to
fulfill  any  of  the  obligations  of  the  Company under this Agreement or any
Reconstitution  Agreement  unless  the  Company  complies with the provisions of
paragraph  (b)  of  this  Section  4.25.

     (a)     It  shall  not  be necessary for the Company to seek the consent of
     the  Purchaser  or any Depositor to the utilization of any Subservicer. The
     Company  shall  cause  any  Subservicer  used  by  the  Company  (or by any
     Subservicer)  for  the benefit of the Purchaser and any Depositor to comply
     with  the  provisions  of  this  Section 4.25 and with Sections 6.04, 6.06,
     9.01(e)(iii),  9.01(e)(v)  and 9.01(f) of this Agreement to the same extent
     as  if  such  Subservicer  were the Company, and to provide the information
     required with respect to such Subservicer under Section 9.01(e)(iv) of this
     Agreement.  The  Company  shall  be  responsible  for  obtaining  from each
     Subservicer  and delivering to the Purchaser and any Depositor any servicer
     compliance  statement  required  to  be delivered by such Subservicer under
     Section  6.04  and any assessment of compliance and attestation required to
     be  delivered  by such Subservicer under Section 6.06 and any certification
     required to be delivered to the Person that will be responsible for signing
     the  Sarbanes  Certification  under Section 6.06 as and when required to be
     delivered.

     (b)     It  shall  not  be necessary for the Company to seek the consent of
     the Purchaser or any Depositor to the utilization of any Subcontractor. The
     Company  shall  promptly  upon  request  provide  to  the Purchaser and any
     Depositor  (or  any designee of the Depositor, such as a master servicer or
     administrator) a written description (in form and substance satisfactory to
     the  Purchaser  and  such  Depositor)  of  the  role  and  function of each
     Subcontractor  utilized  by  the Company or any Subservicer, specifying (i)
     the  identity  of  each  such  Subcontractor,  (ii)  which (if any) of such
     Subcontractors  are  "participating  in  the servicing function" within the
     meaning  of  Item  1122  of  Regulation AB, and (iii) which elements of the
     Servicing  Criteria will be addressed in assessments of compliance provided
     by each Subcontractor identified pursuant to clause (ii) of this paragraph.

     As  a  condition  to  the utilization of any Subcontractor determined to be
"participating  in  the  servicing  function" within the meaning of Item 1122 of
Regulation  AB,  the  Company  shall  cause  any  such Subcontractor used by the
Company  (or  by  any  Subservicer)  for  the  benefit  of the Purchaser and any
Depositor  to  comply  with  the provisions of Sections 6.06 and 9.01(f) of this
Agreement  to  the  same  extent as if such Subcontractor were the Company.  The
Company  shall  be  responsible  for  obtaining  from  each  Subcontractor  and
delivering  to  the Purchaser and any Depositor any assessment of compliance and
attestation  required  to be delivered by such Subcontractor under Section 6.06,
in  each  case  as  and  when  required  to  be  delivered.

                                    ARTICLE V

                              PAYMENTS TO PURCHASER

Section  5.01     Remittances.
                  -----------

     On  each  Remittance  Date  the  Company  shall  remit  by wire transfer of
immediately  available  funds  to the Purchaser (a) all amounts deposited in the
Custodial  Account as of the close of business on the Determination Date (net of
charges  against  or  withdrawals from the Custodial Account pursuant to Section
4.05),  plus  (b)  all  amounts,  if  any,  which  the  Company  is obligated to
distribute  pursuant  to  Section  5.03,  minus  (c) any amounts attributable to
Principal  Prepayments received after the applicable Principal Prepayment Period
which  amounts shall be remitted on the following Remittance Date, together with
any  additional  interest  required  to be deposited in the Custodial Account in
connection with such Principal Prepayment in accordance with Section 4.04(viii);
minus  (d)  any  amounts attributable to Monthly Payments collected but due on a
Due  Date  or  Dates  subsequent to the first day of the month of the Remittance
Date, and  minus (e) any amounts attributable to Buydown Funds being held in the
Custodial  Account,  which amounts shall be remitted on the Remittance Date next
succeeding  the  Due  Period  for  such  amounts.

     With respect to any remittance received by the Purchaser after the Business
Day  on  which  such  payment  was  due,  the Company shall pay to the Purchaser
interest  on  any  such  late payment at an annual rate equal to the Prime Rate,
adjusted  as of the date of each change, plus three percentage points, but in no
event  greater  than  the  maximum  amount  permitted  by  applicable law.  Such
interest  shall  cover the period commencing with the day following the Business
Day  such payment was due and ending with the Business Day on which such payment
is  made  to  the Purchaser, both inclusive.  Such interest shall be remitted by
wire  transfer  of immediately available funds within one Business Day following
agreement by the Purchaser and the Company of the penalty amount. The payment by
the  Company  of  any such interest shall not be deemed an extension of time for
payment  or  a  waiver  of  any  Event  of  Default  by  the  Company.

Section  5.02     Statements  to  Purchaser.
                  -------------------------

     Not  later  than  the  Remittance  Date,  the  Company shall furnish to the
Purchaser  a  monthly  remittance  advice  in  the  standard  form of electronic
Alltel(R)  file, as to the period ending on the last day of the preceding month.
If  requested  by  the  Purchaser  prior  to the related Closing Date, the first
monthly remittance advice due to the Purchaser following such Closing Date shall
be  furnished  by  the  12th calendar day, or if such day is not a Business Day,
then  the  preceding  Business  Day.

Section  5.03     Monthly  Advances  by  Company.
                  ------------------------------

     On the Business Day immediately preceding each Remittance Date, the Company
shall  deposit  in the Custodial Account from its own funds or from amounts held
for  future  distribution an amount equal to all Monthly Payments (with interest
adjusted  to  the  Mortgage Loan Remittance Rate) which were due on the Mortgage
Loans during the applicable Due Period and which were delinquent at the close of
business  on the immediately preceding Determination Date or which were deferred
pursuant  to Section 4.01.  Any amounts held for future distribution and so used
shall  be  replaced  by  the  Company  by deposit in the Custodial Account on or
before  any  future  Remittance  Date  if funds in the Custodial Account on such
Remittance Date shall be less than payments to the Purchaser required to be made
on such Remittance Date.  The Company's obligation to make such Monthly Advances
as to any Mortgage Loan will continue through the last Monthly Payment due prior
to the payment in full of the Mortgage Loan, or through the last Remittance Date
prior  to  the  Remittance Date for the distribution of all Liquidation Proceeds
and  other payments or recoveries (including REO Disposition Proceeds, Insurance
Proceeds and Condemnation Proceeds) with respect to the Mortgage Loan; provided,
however, that such obligation shall cease if the Company determines, in its sole
reasonable  opinion,  that  advances  with  respect  to  such  Mortgage Loan are
non-recoverable  by  the  Company from Liquidation Proceeds, Insurance Proceeds,
REO  Disposition Proceeds, Condemnation Proceeds, or otherwise with respect to a
particular  Mortgage  Loan.  In  the  event that the Company determines that any
such  advances are non-recoverable, the Company shall provide the Purchaser with
a  certificate  signed  by  two  officers  of  the  Company  evidencing  such
determination.


                                   ARTICLE VI

                          GENERAL SERVICING PROCEDURES

Section  6.01     Transfers  of  Mortgaged  Property.
                  ----------------------------------

     The  Company  shall  use  its  best  efforts  to  enforce any "due-on-sale"
provision  contained  in any Mortgage or Mortgage Note and to deny assumption by
the  Person  to  whom  the  Mortgaged  Property  has been or is about to be sold
whether  by  absolute  conveyance or by contract of sale, and whether or not the
Mortgagor  remains  liable  on  the  Mortgage  and  the Mortgage Note.  When the
Mortgaged Property has been conveyed by the Mortgagor, the Company shall, to the
extent it has knowledge of such conveyance, immediately notify the Purchaser and
exercise  its  rights to accelerate the maturity of such Mortgage Loan under the
"due-on-sale"  clause  applicable  thereto,  provided, however, that the Company
shall  not  exercise  such  rights  if prohibited by law from doing so or if the
exercise  of  such  rights would impair or threaten to impair any recovery under
the  related  PMI  Policy,  if  any.

     If  the  Company  reasonably  believes it is unable under applicable law to
enforce  such  "due-on-sale"  clause,  the  Company  shall  enter  into  (i)  an
assumption  and modification agreement with the Person to whom such property has
been  conveyed,  pursuant to which such Person becomes liable under the Mortgage
Note  and the original Mortgagor remains liable thereon or (ii) in the event the
Company  is  unable  under applicable law to require that the original Mortgagor
remain  liable  under the Mortgage Note and the Company has the prior consent of
the  primary  mortgage  guaranty  insurer, a substitution of liability agreement
with  the  purchaser  of  the  Mortgaged Property pursuant to which the original
Mortgagor is released from liability and the purchaser of the Mortgaged Property
is  substituted  as Mortgagor and becomes liable under the Mortgage Note.  If an
assumption  fee  is  collected  by  the  Company for entering into an assumption
agreement  the  fee  will  be  retained  by  the Company as additional servicing
compensation.  In  connection  with  any  such  assumption, neither the Mortgage
Interest Rate borne by the related Mortgage Note, the term of the Mortgage Loan,
the  outstanding  principal  amount of the Mortgage Loan nor any other materials
terms  shall  be  changed  without  Purchaser's  consent.

     To  the  extent  that  any  Mortgage  Loan  is assumable, the Company shall
inquire  diligently  into  the credit worthiness of the proposed transferee, and
shall  use  the  underwriting  criteria for approving the credit of the proposed
transferee  which  are  used  with respect to underwriting mortgage loans of the
same  type as the Mortgage Loans.  If the credit of the proposed transferee does
not meet such underwriting criteria, the Company diligently shall, to the extent
permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate
the  maturity  of  the  Mortgage  Loan.

Section  6.02     Satisfaction  of  Mortgages  and  Release  of  Mortgage  Loan
                  -------------------------------------------------------------
                  Documents.
                  ----------

     Upon  the  payment  in  full  of  any  Mortgage Loan, or the receipt by the
Company  of  a  notification  that  payment in full will be escrowed in a manner
customary  for  such  purposes,  the  Company  shall notify the Purchaser in the
Monthly  Remittance  Advice  as  provided  in  Section 5.02, and may request the
release  of  any  Mortgage  Loan  Documents.

     If  the  Company  satisfies  or  releases  a  Mortgage without first having
obtained  payment  in full of the indebtedness secured by the Mortgage or should
the  Company  otherwise  prejudice  any  rights the Purchaser may have under the
mortgage  instruments,  upon  written demand of the Purchaser, the Company shall
repurchase  the related Mortgage Loan at the Repurchase Price by deposit thereof
in the Custodial Account within 2 Business Days of receipt of such demand by the
Purchaser.  The  Company  shall  maintain  the  Fidelity  Bond  and  Errors  and
Omissions  Insurance Policy as provided for in Section 4.12 insuring the Company
against  any loss it may sustain with respect to any Mortgage Loan not satisfied
in  accordance  with  the  procedures  set  forth  herein.

Section  6.03     Servicing  Compensation.
                  -----------------------

     As  compensation  for its services hereunder, the Company shall be entitled
to  withdraw  from  the Custodial Account or to retain from interest payments on
the  Mortgage Loans the amount of its Servicing Fee.  The Servicing Fee shall be
payable  monthly and shall be computed on the basis of the outstanding principal
balance  and  for  the period respecting which any related interest payment on a
Mortgage Loan is computed.  The obligation of the Purchaser to pay the Servicing
Fee is limited to, and payable solely from, the interest portion of such Monthly
Payments.

     Additional  servicing  compensation  in the form of assumption fees, to the
extent  provided  in Section 6.01, and late payment charges shall be retained by
the Company to the extent not required to be deposited in the Custodial Account.
The  Company  shall be required to pay all expenses incurred by it in connection
with  its  servicing  activities  hereunder  and  shall  not  be  entitled  to
reimbursement  thereof  except  as  specifically  provided  for  herein.

Section  6.04     Annual  Statements  as  to  Compliance.
                  --------------------------------------

     (i)     The  Company  shall deliver to the Purchaser, on or before February
28,  2006, an Officer's Certificate, stating that (x) a review of the activities
of  the Company during the preceding calendar year and of performance under this
Agreement  or similar agreements has been made under such officer's supervision,
and  (y)  to  the  best  of  such officer's knowledge, based on such review, the
Company  has  fulfilled all its obligations under this Agreement throughout such
year, or, if there has been a default in the fulfillment of any such obligation,
specifying  each  such  default  known to such officer and the nature and status
thereof  and  the  action  being  taken  by  the  Company  to cure such default.

     (ii)     On  or  before  March 1 of each calendar year, commencing in 2007,
the  Company  shall  deliver  to  the Purchaser and any Depositor a statement of
compliance  addressed  to  the  Purchaser  and  such  Depositor and signed by an
authorized  officer  of  the  Company,  to  the  effect that (a) a review of the
Company's  activities  during  the  immediately  preceding  calendar  year  (or
applicable  portion thereof) and of its performance under this Agreement and any
applicable  Reconstitution Agreement during such period has been made under such
officer's supervision, and (b) to the best of such officers' knowledge, based on
such  review,  the  Company  has  fulfilled  all  of  its obligations under this
Agreement  and  any applicable Reconstitution Agreement in all material respects
throughout  such  calendar year (or applicable portion thereof) or, if there has
been  a  failure  to  fulfill  any  such  obligation  in  any  material respect,
specifically  identifying each such failure known to such officer and the nature
and  the  status  thereof.

Section  6.05     Annual  Independent  Public  Accountants'  Servicing  Report.
                  ------------------------------------------------------------

     Except  with  respect  to Securitization Transactions occurring on or after
January  1,  2006,  on or before February 28, 2006, the Company, at its expense,
shall  cause  a  firm of independent public accountants which is a member of the
American  Institute  of  Certified  Public Accountants to furnish a statement to
each  Purchaser  to the effect that such firm has examined certain documents and
records  relating  to  the servicing of the mortgage loans similar in nature and
that  such  firm  is  of  the  opinion  that  the  provisions of this or similar
agreements  have  been complied with, and that, on the basis of such examination
conducted  substantially  in  compliance with the Single Attestation Program for
Mortgage  Bankers, nothing has come to their attention which would indicate that
such  servicing  has  not been conducted in compliance therewith, except for (i)
such exceptions as such firm shall believe to be immaterial, and (ii) such other
exceptions  as  shall  be set forth in such statement.  By providing Purchaser a
copy  of  a  Uniform  Single  Attestation  Program Report from their independent
public  accountant's  on  an  annual  basis, Company shall be considered to have
fulfilled  its  obligations  under  this  Section  6.05.

Section  6.06     Report  on  Assessment  of  Compliance  and  Attestation.
                  --------------------------------------------------------

     With respect to any Mortgage Loans that are the subject of a Securitization
Transaction  occurring on or before March 1 of each calendar year, commencing in
2007,  the  Company  shall:

     (i)     deliver  to  the  Purchaser and any Depositor a report (in form and
             substance  reasonably  satisfactory  to  the  Purchaser  and  such
             Depositor)  regarding  the  Company's assessment of compliance with
             the  Servicing  Criteria  during the immediately preceding calendar
             year, as required under Rules 13a-18 and 15d-18 of the Exchange Act
             and  Item  1122 of Regulation AB. Such report shall be addressed to
             the  Purchaser  and  such  Depositor  and  signed  by an authorized
             officer  of  the  Company  and  shall address each of the Servicing
             Criteria  specified on a certification substantially in the form of
             Exhibit  D  hereto;

     (ii)    deliver  to  the  Purchaser  and  any  Depositor  a  report  of  a
             registered  public  accounting  firm  reasonably  acceptable to the
             Purchaser  and  such Depositor that attests to, and reports on, the
             assessment of compliance made by the Company and delivered pursuant
             to the preceding paragraph. Such attestation shall be in accordance
             with  Rules  1-02(a)(3)  and  2-02(g)  of  Regulation S-X under the
             Securities  Act  and  the  Exchange  Act;

     (iii)   cause  each Subservicer and each Subcontractor, determined by the
             Company  pursuant  to  Section  425(b)  to be "participating in the
             servicing  function"  within the meaning of Item 1122 of Regulation
             AB, to deliver to the Purchaser and such Depositor an assessment of
             compliance  and  accountants'  attestation  as and when provided in
             paragraphs  (a)  and  (b)  of  this  Section  6.06;  and

     (iv)    deliver  to the Purchaser, any Depositor and any other Person that
             will  be  responsible  for  signing  the certification (a "Sarbanes
             Certification") required by Rules 13a-14(d) and 15d-14(d) under the
             Exchange  Act (pursuant to Section 302 of the Sarbanes-Oxley Act of
             2002)  on  behalf  of  an  asset-backed  issuer  with  respect to a
             Securitization  Transaction  a  certification  in the form attached
             hereto  as  Exhibit  E.

     The  Company  acknowledges that the parties identified in clause (iv) above
may rely on the certification provided by the Company pursuant to such clause in
signing  a  Sarbanes  Certification  and  filing  such  with  the  Commission.

Section  6.07     Remedies.
                  --------

     (i)     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 Article 9,
Section  6.04,  Section  6.05 or Section 6.06, or any breach by the Company of a
representation  or warranty set forth in Section 9.01(e)(iv)(A), or in a writing
furnished  pursuant to Section 9.01(e)(iv)(B) and made as of a date prior to the
closing  date of the related Securitization Transaction, to the extent that such
breach  is  not  cured  by  such closing date, or any breach by the Company of a
representation  or  warranty  in  a  writing  furnished  pursuant  to  Section
9.01(e)(iv)(B)  to the extent made as of a date subsequent to such closing date,
shall,  except  as  provided in sub-clause (ii) of this Section, immediately and
automatically,  without  notice  or grace period, constitute an Event of Default
with  respect  to  the  Company  under  this  Agreement  and  any  applicable
Reconstitution  Agreement,  and  shall  entitle  the  Purchaser or Depositor, as
applicable,  in  its  sole discretion to terminate the rights and obligations of
the  Company  as  servicer  under  this  Agreement  and/or  any  applicable
Reconstitution  Agreement  without  payment  (notwithstanding  anything  in this
Agreement  or  any  applicable  Reconstitution Agreement to the contrary) of any
compensation  to  the Company; provided that to the extent than any provision of
this Agreement and/or any applicable Reconstitution Agreement expressly provides
for  the  survival of certain rights or obligations following termination of the
Company  as  servicer,  such  provision  shall  be  given  effect.

     (ii)     Any  failure  by the Company, any Subservicer or any Subcontractor
to  deliver  any  information, report, certification or accountants' letter when
and  as required under Section 6.04, Section 6.05 or Section 6.06, including any
failure  by  the  Company  to  identify  any  Subcontract  "participating in the
servicing  function"  within  the  meaning  of Item 1122 of Regulation AB, which
continues  unremedied  for  ten  (10) calendar days after the date on which such
information,  report,  certification  or  accountants' letter was required to be
delivered shall constitute an Event of Default with respect to the Company under
this  Agreement  and  any applicable Reconstitution Agreement, and shall entitle
the  Purchaser  or Depositor, as applicable, in its sole discretion to terminate
the  rights  and  obligations  of  the  Company  under this Agreement and/or any
applicable Reconstitution Agreement without payment (notwithstanding anything in
this  Agreement  to  the  contrary) of any compensation to the Company; provided
that  to  the  extent that any provision of this Agreement and/or any applicable
Reconstitution  Agreement  expressly provides for the survival of certain rights
or  obligations following termination of the Company as servicer, such provision
shall  be  given  effect.

     (iii)     The  Company  shall  promptly  reimburse  the  Purchaser  (or any
designee  of  the  Purchaser,  such  as a master servicer) and any Depositor, as
applicable,  for  all  reasonable  expenses  incurred  by the Purchaser (or such
designee)  or  such  Depositor,  as  such  are  incurred, in connection with the
termination  of  the  Company  as  servicer and the transfer of servicing of the
Mortgage  Loans to a successor servicer.  The provisions of this paragraph shall
not  limit  whatever  rights the Purchaser or any Depositor may have under other
provisions  of  this Agreement and/or any applicable Reconstitution Agreement or
otherwise,  whether in equity or at law, such as an action for damages, specific
performance  or  injunctive  relief.

Section  6.08     Right  to  Examine  Company  Records.
                  ------------------------------------

     The  Purchaser,  or its designee, shall have the right to examine and audit
any  and all of the books, records, or other information of the Company, whether
held  by  the Company or by another on its behalf, with respect to or concerning
this  Agreement  or  the  Mortgage Loans, during business hours or at such other
times  as  may  be  reasonable  under  applicable circumstances, upon reasonable
advance  notice.  The  Purchaser shall pay its own expenses associated with such
examination.

Section  6.09     Compliance  with  REMIC  Provisions.
                  ------------------------------------

     If  a  REMIC  election  has been made with respect to the arrangement under
which  the  Mortgage Loans and REO Property are held, the Company shall not take
any action, cause the REMIC to take any action or fail to take (or fail to cause
to be taken) any action that, under the REMIC Provisions, if taken or not taken,
as  the  case  may  be, could (i) endanger the status of the REMIC as a REMIC or
(ii) result in the imposition of a tax upon the REMIC (including but not limited
to the tax on "prohibited transactions" as defined Section 860(a)(2) of the Code
and  the  tax  on  "contributions" to a REMIC set forth in Section 860(d) of the
Code)  unless  the Company has received an Opinion of Counsel (at the expense of
the  party  seeking  to  take  such  action) to the effect that the contemplated
action  will  not  endanger such REMIC status or result in the imposition of any
such  tax.


                                   ARTICLE VII

                              COMPANY TO COOPERATE

Section  7.01     Provision  of  Information.
                  --------------------------

     During  the  term  of  this  Agreement,  the  Company  shall furnish to the
Purchaser such periodic, special, or other reports or information, and copies or
originals  of  any  documents  contained in the Servicing File for each Mortgage
Loan provided for herein.  All other special reports or information not provided
for herein as shall be necessary, reasonable, or appropriate with respect to the
Purchaser  or any regulatory agency will be provided at the Purchaser's expense.
All  such  reports,  documents  or  information  shall  be  provided  by  and in
accordance  with  all reasonable instructions and directions which the Purchaser
may  give.

     The  Company  shall  execute  and deliver all such instruments and take all
such  action as the Purchaser may reasonably request from time to time, in order
to  effectuate  the  purposes  and  to  carry  out  the terms of this Agreement.

Section  7.02     Financial  Statements;  Servicing  Facility.
                  -------------------------------------------

     In  connection  with  marketing  the Mortgage Loans, the Purchaser may make
available  to  a prospective Purchaser a Consolidated Statement of Operations of
the  Company for the most recently completed two (2) fiscal years for which such
a  statement  is  available, as well as a Consolidated Statement of Condition at
the  end  of the last two fiscal years covered by such Consolidated Statement of
Operations.  The  Company  also  shall  make  available  any  comparable interim
statements  to the extent any such statements have been prepared by or on behalf
of the Company (and are available upon request to members or stockholders of the
Company  or  to  the  public  at  large).

     The Company also shall make available to Purchaser or prospective Purchaser
a  knowledgeable  financial  or  accounting officer for the purpose of answering
questions  respecting recent developments affecting the Company or the financial
statements  of  the  Company, and to permit any prospective purchaser to inspect
the  Company's  servicing  facilities  for  the  purpose  of  satisfying  such
prospective  purchaser  that the Company has the ability to service the Mortgage
Loans  as  provided  in  this  Agreement.


                                  ARTICLE VIII

                                   THE COMPANY

Section  8.01     Indemnification;  Third  Party  Claims.
                  --------------------------------------

     The  Company shall indemnify the Purchaser and hold it harmless against any
and  all  claims, losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that the Purchaser may sustain in any way related to the failure of the
Company  to  perform  its  duties  and  service  the  Mortgage  Loans  in strict
compliance  with  the  terms  of  this Agreement.  The Company immediately shall
notify  the  Purchaser  if a claim is made by a third party with respect to this
Agreement  or  the Mortgage Loans, assume (with the prior written consent of the
Purchaser)  the  defense  of  any  such claim and pay all expenses in connection
therewith,  including  counsel fees, and promptly pay, discharge and satisfy any
judgment  or  decree which may be entered against it or the Purchaser in respect
of  such claim.  The Company shall follow any written instructions received from
the  Purchaser  in  connection  with  such  claim.  The Purchaser promptly shall
reimburse  the  Company for all amounts advanced by it pursuant to the preceding
sentence  except  when  the  claim  is  in  any  way  related  to  the Company's
indemnification  pursuant  to  Section  3.03,  or  the failure of the Company to
service and administer the Mortgage Loans in strict compliance with the terms of
this  Agreement.

Section  8.02     Merger  or  Consolidation  of  the  Company.
                  -------------------------------------------

     The  Company shall keep in full effect its existence, rights and franchises
and  shall  obtain  and  preserve  its  qualification  to  do  business  in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity  and  enforceability of this Agreement or any of the Mortgage Loans and
to  perform  its  duties  under  this  Agreement.

     Any  Person  into  which  the Company may be merged or consolidated, or any
corporation  resulting from any merger, conversion or consolidation to which the
Company  shall  be  a  party,  or  any  Person succeeding to the business of the
Company,  shall be the successor of the Company hereunder, without the execution
or  filing  of  any  paper  or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding, provided, however, that
the  successor  or  surviving  Person  shall be an institution which is a Fannie
Mae/Freddie Mac-approved company in good standing and has a net worth of no less
than  $25 million.  Furthermore, in the event the Company transfers or otherwise
disposes  of  all  or  substantially  all  of  its assets to an affiliate of the
Company,  such  affiliate  shall  satisfy the condition above, and shall also be
fully  liable  to  the  Purchaser  for  all  of  the  Company's  obligations and
liabilities  hereunder.

Section  8.03     Limitation  on  Liability  of  Company  and  Others.
                  ---------------------------------------------------

     Neither the Company nor any of the directors, officers, employees or agents
of  the  Company  shall  be  under any liability to the Purchaser for any action
taken  or for refraining from the taking of any action in good faith pursuant to
this  Agreement,  or  for  errors  in  judgment,  provided,  however,  that this
provision shall not protect the Company or any such Person against any breach of
warranties or representations made herein, or failure to perform its obligations
in  strict  compliance  with any standard of care set forth in this Agreement or
any  other liability which would otherwise be imposed under this Agreement.  The
Company  and any director, officer, employee or agent of the Company may rely in
good  faith  on  any  document  of  any  kind  prima facie properly executed and
submitted  by  any Person respecting any matters arising hereunder.  The Company
shall  not  be  under any obligation to appear in, prosecute or defend any legal
action  which  is  not incidental to its duties to service the Mortgage Loans in
accordance  with  this  Agreement and which in its opinion may involve it in any
expense  or liability, provided, however, that the Company may, with the consent
of  the  Purchaser,  undertake  any  such  action which it may deem necessary or
desirable  in respect to this Agreement and the rights and duties of the parties
hereto.  In  such event, the Company shall be entitled to reimbursement from the
Purchaser  of  the  reasonable  legal  expenses  and  costs  of  such  action.

Section  8.04     Limitation  on  Resignation  and  Assignment  by  Company.
                  ---------------------------------------------------------

     The  Purchaser  has  entered  into  this  Agreement  with  the  Company and
subsequent  Purchaser  will  purchase  the  Mortgage  Loans in reliance upon the
independent status of the Company, and the representations as to the adequacy of
its  servicing  facilities,  plant,  personnel,  records  and  procedures,  its
integrity,  reputation  and  financial  standing,  and  the continuance thereof.
Therefore,  the  Company  shall  neither  assign this Agreement or the servicing
rights hereunder or delegate its rights or duties hereunder (other than pursuant
to  Section  4.01)  or any portion hereof or sell or otherwise dispose of all of
its property or assets without the prior written consent of the Purchaser, which
consent  shall  not  be  unreasonably  withheld.

     The Company shall not resign from the obligations and duties hereby imposed
on  it  except  by  mutual  consent of the Company and the Purchaser or upon the
determination  that  its  duties  hereunder  are  no  longer  permissible  under
applicable  law  and  such  incapacity cannot be cured by the Company.  Any such
determination permitting the resignation of the Company shall be evidenced by an
Opinion  of  Counsel  to such effect delivered to the Purchaser which Opinion of
Counsel  shall  be  in  form and substance acceptable to the Purchaser.  No such
resignation  shall  become  effective  until  a successor shall have assumed the
Company's  responsibilities  and obligations hereunder in the manner provided in
Section  12.01.

     Without  in  any  way  limiting the generality of this Section 8.04, in the
event  that  the  Company  either  shall  assign this Agreement or the servicing
responsibilities hereunder or delegate its duties hereunder (other than pursuant
to  Section  4.01) or any portion thereof or sell or otherwise dispose of all or
substantially  all  of its property or assets, without the prior written consent
of  the  Purchaser,  then  the  Purchaser shall have the right to terminate this
Agreement  upon  notice given as set forth in Section 10.01, without any payment
of any penalty or damages and without any liability whatsoever to the Company or
any  third  party.


                                   ARTICLE IX

     SECURITIZATION TRANSACTIONS; WHOLE LOAN TRANSFERS AND AGENCY TRANSFERS

Section  9.01     Securitization  Transactions;  Whole Loan Transfers and Agency
                  --------------------------------------------------------------
                  Transfers
                  ---------

     The Purchaser and the Company agree that with respect to some or all of the
Mortgage  Loans,  the  Purchaser,  at  its  sole  option,  may effect Whole Loan
Transfers, Agency Transfer or Securitization Transactions, retaining the Company
as  the  servicer thereof or subservicer if a master servicer is employed, or as
applicable the "seller/servicer." On the Reconstitution Date, the Mortgage Loans
transferred  may cease to be covered by this Agreement; provided, however, that,
in the event that any Mortgage Loan transferred pursuant to this Section 9.01 is
rejected  by the transferee, the Company shall continue to service such rejected
Mortgage  Loan  on  behalf  of  the  Purchaser  in accordance with the terms and
provisions  of  this  Agreement.

     The  Company  shall  cooperate  with  the Purchaser in connection with each
Whole Loan Transfer, Agency Transfer or Securitization Transaction in accordance
with  this  Section  9.01.  In  connection  therewith:

     (a)     the  Company  shall  make  all  representations and warranties with
             respect  to  the  Mortgage Loans as of the related Closing Date and
             with  respect  to the Company itself as of the closing date of each
             Whole Loan Transfer, Agency Transfer or Securitization Transaction;

     (b)     the  Company  shall  negotiate  in  good  faith  and  execute  any
             seller/servicer  agreements  required  to  effectuate the foregoing
             provided  such  agreements  create no greater obligation or cost on
             the part of the Company than otherwise set forth in this Agreement;

     (c)     the  Company  shall  provide  as  applicable:

             (i)  any  and  all  information  and  appropriate  verification  of
                  information  which may be reasonably available to the Company,
                  whether  through  letters  of  its  auditors  and  counsel  or
                  otherwise,  as  the  Purchaser  shall  request;

             (ii) such  additional  representations,  warranties,  covenants,
                  opinions  of  counsel, letters from auditors, and certificates
                  of  public  officials  or  officers  of  the  Company  as  are
                  reasonably  believed  necessary  by  the  trustee,  any Rating
                  Agency  or  the  Purchaser,  as the case may be, in connection
                  with  such  Whole  Loan  Transfers,  Agency  Transfers  or
                  Securitization Transactions. The Purchaser shall pay all third
                  party  costs  associated  with  the  preparation  of  such
                  information.  The  Company  shall  execute any seller/servicer
                  agreements  required  within a reasonable period of time after
                  receipt of such seller/servicer agreements which time shall be
                  sufficient  for the Seller and Seller's counsel to review such
                  seller/servicer  agreements. Under this Agreement, the Company
                  shall  retain  a  Servicing  Fee for each Mortgage Loan, at no
                  less  than  the  applicable  Servicing  Fee  Rate;  and

             (iii) at  any  time  as  required  by  any  Rating  Agency,  such
                  additional  documents  from the related Retained Mortgage File
                  to  the  Custodian  as  may be required by such Rating Agency;


     (d)     the  Company  shall  with  respect  to  any Mortgage Loans that are
             subject  to  a  Securitization  Transaction  occurring on or before
             December  31,  2005,in  which  the  filing  of  a  Sarbanes-Oxley
             Certification directly with the Commission is required, by February
             28,  2006,  or  in  connection  with  any additional Sarbanes-Oxley
             Certification  required  to  be filed upon thirty (30) days written
             request,  an  officer  of  the Company shall execute and deliver an
             Officer's  Certification  substantially in the form attached hereto
             as Exhibit F, to the entity filing the Sarbanes-Oxley Certification
             directly  with  the  Commission  (such as the Purchaser, any master
             servicer,  any  trustee  or  any depositor) for the benefit of such
             entity and such entity's affiliates and the officers, directors and
             agents  of  such  entity  and  such  entity's affiliates, and shall
             indemnify  such  entity  or  persons  arising  out of any breach of
             Company's  obligations  or  representations  relating  thereto  as
             provided  in  such  Officer's  Certification.

     (e)     the  Company  shall,  in  connection  with  any  Securitization
             Transaction  occurring  on  or  after  January 1, 2006, the Company
             shall  (1)  within  five (5) Business Days following request by the
             Purchaser  or  any  Depositor,  provide  to  the Purchaser and such
             Depositor (or, as applicable, cause each Third-Party Originator and
             each  Subservicer to provide), in writing and in form and substance
             reasonably  satisfactory  to  the Purchaser and such Depositor, the
             information  and materials specified in paragraphs (i), (ii), (iii)
             and  (vii)  of  this  subsection  (e),  and  (2)  as  promptly  as
             practicable  following  notice  to  or  discovery  by  the Company,
             provide  to the Purchaser and any Depositor (in writing and in form
             and  substance  reasonably  satisfactory  to the Purchaser and such
             Depositor)  the  information  specified  in  paragraph (iv) of this
             subsection  (e).

             (i)  if so requested by the Purchaser or any Depositor, the Company
                  shall  provide  such information regarding (1) the Company, as
                  originator  of the Mortgage Loans (including as an acquirer of
                  Mortgage  Loans  from  a Qualified Correspondent), or (2) each
                  Third-Party  Originator,  and  (3)  as  applicable,  each
                  Subservicer,  as  is  requested  for the purpose of compliance
                  with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation
                  AB.  Such  information  shall  include,  at  a  minimum:

                  (A)   the  originator's  form  of  organization;

                  (B)   a description of  the originator's  origination  program
                        and  how  long  the  originator  has  been  engaged  in
                        originating  residential  mortgage  loans,  which
                        description  shall  include  a  discussion  of  the
                        originator's  experience  in originating  mortgage loans
                        of  a  similar  type as the  Mortgage Loans; information
                        regarding  the size and composition of the originator's
                        origination  portfolio;  and  information  that  may  be
                        material,  in the good faith judgment of the  Purchaser,
                        to  an  analysis  of  the  performance  of the  Mortgage
                        Loans,  including  the  originators' credit-granting  or
                        underwriting  criteria  for  mortgage  loans  of similar
                        type(s)  as  the  Mortgage  Loans  and  such  other
                        information  as  the  Purchaser  or  any  Depositor may
                        reasonably  request  for the purpose of compliance  with
                        Item  1110(b)(2)  of  Regulation  AB;

                  (C)   a description  of  any  material  legal  or governmental
                        proceedings  pending  (or  known  to  be  contemplated)
                        against  the  Company,  each  Third-Party Originator and
                        each  Subservicer;  and

                  (D)   a description of any affiliation or relationship between
                        the  Company,  each  Third-Party  Originator,  each
                        Subservicer  and  any  of  the  following  parties  to a
                        Securitization  Transaction,  as  such  parties  are
                        identified  to  the  Company  by  the  Purchaser  or any
                        Depositor  in  writing  in  advance  of a Securitization
                        Transaction:

                        (1)  the  sponsor;
                        (2)  the  depositor;
                        (3)  the  issuing  entity;
                        (4)  any  servicer;
                        (5)  any  trustee;
                        (6)  any  originator;
                        (7)  any  significant  obligor;
                        (8)  any  enhancement  or  support  provider;  and
                        (9)  any  other  material  transaction  party.

          (ii)    If  so  requested  by  the  Purchaser  or  any Depositor, the
                  Company  shall  provide  (or,  as  applicable,  cause  each
                  Third-Party  Originator  to  provide)  Static Pool Information
                  with  respect  to the mortgage loans (of a similar type as the
                  Mortgage  Loans,  as reasonably identified by the Purchaser as
                  provided  below) originated by (1) the Company, if the Company
                  is  an  originator of Mortgage Loans (including as an acquirer
                  of  Mortgage Loans from a Qualified Correspondent), and/or (2)
                  each  Third-Party  Originator.  Such  Static  Pool Information
                  shall  be  prepared by the Company (or Third-Party Originator)
                  on  the  basis of its reasonable, good faith interpretation of
                  the  requirements  of Item 1105(a)(1)-(3) of Regulation AB. To
                  the  extent  that there is reasonably available to the Company
                  (or  Third-Party  Originator)  Static  Pool  Information  with
                  respect  to more than one mortgage loan type, the Purchaser or
                  any Depositor shall be entitled to specify whether some or all
                  of  such  information  shall  be  provided  pursuant  to  this
                  paragraph.  The content of such Static Pool Information may be
                  in  the form customarily provided by the Company, and need not
                  be  customized for the Purchaser or any Depositor. Such Static
                  Pool  Information  for  each vintage origination year or prior
                  securitized  pool,  as  applicable,  shall  be  presented  in
                  increments  no less frequently than quarterly over the life of
                  the mortgage loans included in the vintage origination year or
                  prior  securitized  pool.  The  most recent periodic increment
                  must  be as of a date no later than 135 days prior to the date
                  of  the  prospectus  or  other  offering document in which the
                  Static  Pool  Information is to be included or incorporated by
                  reference. The Static Pool Information shall be provided in an
                  electronic  format  that  provides  a  permanent record of the
                  information provided, such as a portable document format (pdf)
                  file,  or  other such electronic format reasonably required by
                  the  Purchaser  or  the  Depositor,  as  applicable.

                  If so requested by the Purchaser or any Depositor, the Company
                  shall  provide  (or,  as  applicable,  cause  each Third-Party
                  Originator to provide), at the expense of the requesting party
                  (to  the  extent  of  any  additional  incremental  expense
                  associated  with  delivery  pursuant  to this Agreement), such
                  statements  and  agreed-upon  procedures  letters of certified
                  public  accountants  reasonably acceptable to the Purchaser or
                  Depositor,  as  applicable,  pertaining  to  Static  Pool
                  Information  relating  to  prior  securitized  pools  for
                  securitizations  closed on or after January 1, 2006 or, in the
                  case  of Static Pool Information with respect to the Company's
                  or  Third-Party  Originator's  originations  or  purchases, to
                  calendar  months  commencing January 1, 2006, as the Purchaser
                  or  such  Depositor  shall reasonably request. Such statements
                  and  letters  shall  be addressed to and be for the benefit of
                  such  parties  as  the  Purchaser  or  such  Depositor  shall
                  designate,  which may include, by way of example, any sponsor,
                  any  Depositor  and  any  broker dealer acting as underwriter,
                  placement  agent  or  initial  purchaser  with  respect  to  a
                  Securitization  Transaction.  Any such statement or letter may
                  take  the  form  of  a standard, generally applicable document
                  accompanied  by  a reliance letter authorizing reliance by the
                  addressees  designated  by  the  Purchaser  or such Depositor.

          (iii)   If  so  requested  by  the  Purchaser  or  any  Depositor, the
                  Company  shall provide such information regarding the Company,
                  as  servicer of the Mortgage Loans, and each Subservicer (each
                  of  the  Company  and  each  Subservicer, for purposes of this
                  paragraph,  a  "Servicer"), as is requested for the purpose of
                  compliance  with Items 1108 of Regulation AB. Such information
                  shall  include,  at  a  minimum:

                  (A)  the  Servicer's  form  of  organization;

                  (B)   a  description  of  how  long  the  Servicer  has  been
                        servicing  residential  mortgage  loans;  a  general
                        discussion  of  the  Servicer's  experience in servicing
                        assets of any type as well as a more detailed discussion
                        of the Servicer's experience in, and procedures for, the
                        servicing  function it will perform under this Agreement
                        and any Reconstitution Agreements; information regarding
                        the  size,  composition  and  growth  of  the Servicer's
                        portfolio  of  residential  mortgage  loans  of  a  type
                        similar to the Mortgage Loans and information on factors
                        related  to  the  Servicer  that may be material, in the
                        good  faith  judgment of the Purchaser or any Depositor,
                        to  any  analysis of the servicing of the Mortgage Loans
                        or  the  related asset-backed securities, as applicable,
                        including,  without  limitation:

                        (1)  whether any prior securitizations of mortgage loans
                             of  a  type similar to the Mortgage Loans involving
                             the Servicer have defaulted or experienced an early
                             amortization  or other performance triggering event
                             because  of  servicing during the three-year period
                             immediately  preceding  the  related Securitization
                             Transaction;

                        (2)  the  extent  of  outsourcing the Servicer utilizes;

                        (3)  whether  there  has  been  previous  disclosure  of
                             material  noncompliance  with  the  applicable
                             servicing  criteria  with  respect  to  other
                             securitizations  of  residential  mortgage  loans
                             involving  the  Servicer  as  a servicer during the
                             three-year period immediately preceding the related
                             Securitization  Transaction;

                        (4)  whether the Servicer has 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; and

                        (5)  such  other  information  as  the  Purchaser or any
                             Depositor may reasonably request for the purpose of
                             compliance  with  Item 1108(b)(2) of Regulation AB;

                  (C)   a  description  of  any  material  changes  during  the
                        three-year  period  immediately  preceding  the  related
                        Securitization Transaction to the Servicer's policies or
                        procedures  with  respect  to  the servicing function it
                        will perform under this Agreement and any Reconstitution
                        Agreements  for  mortgage loans of a type similar to the
                        Mortgage  Loans;

                  (D)   information regarding the Servicer's financial
                        condition,  to  the  extent  that  there  is a  material
                        risk  that  an  adverse financial event or  circumstance
                        involving  the  Servicer  could have a material  adverse
                        effect  on  the  performance  by  the  Company  of  its
                        servicing  obligations  under  this  Agreement  or  any
                        Reconstitution  Agreement;

                  (E)   information  regarding  advances made by the Servicer on
                        the  Mortgage Loans and the Servicer's overall servicing
                        portfolio  of  residential  mortgage  loans  for  the
                        three-year  period  immediately  preceding  the  related
                        Securitization  Transaction,  which  may be limited to a
                        statement  by  an  authorized officer of the Servicer to
                        the  effect  that  the  Servicer  has  made all advances
                        required  to  be  made  on  residential  mortgage  loans
                        serviced by it during such period, or, if such statement
                        would  not  be  accurate,  information  regarding  the
                        percentage  and  type  of advances not made as required,
                        and  the  reasons  for  such  failure  to  advance;

                  (F)   a description of the Servicer's processes and procedures
                        designed  to  address  any  special  or  unique  factors
                        involved  in  servicing  loans  of a similar type as the
                        Mortgage  Loans;

                  (G)   a description  of  the Servicer's processes for handling
                        delinquencies, losses, bankruptcies and recoveries, such
                        as  through liquidation of mortgaged properties, sale of
                        defaulted  mortgage  loans  or  workouts;  and

                 (H)    information as to how the Servicer defines or determines
                        delinquencies  and  charge-offs, including the effect of
                        any  grace  period,  re-aging,  restructuring,  partial
                        payments  considered  current  or  other  practices with
                        respect  to  delinquency  and  loss  experience.

          (iv)    If  so  requested  by  the Purchaser or any Depositor for the
                  purpose  of  satisfying  its  reporting  obligation  under the
                  Exchange  Act  with  respect  to  any  class  of  asset-backed
                  securities, the Company shall (or shall cause each Subservicer
                  and  Third-Party  Originator  to) (1) notify the Purchaser and
                  any  Depositor  in  writing  of (A) any material litigation or
                  governmental  proceedings  pending  against  the  Company, any
                  Subservicer  or  any  Third-Party  Originator  and  (B)  any
                  affiliations  or  relationships  that  develop  following  the
                  closing  date  of  a  Securitization  Transaction  between the
                  Company, any Subservicer or any Third-Party Originator and any
                  of  the  parties  specified  in Section 9.01(e)(i)(D) (and any
                  other  parties  identified in writing by the requesting party)
                  with  respect  to  such  Securitization  Transaction,  and (2)
                  provide  to  the  Purchaser and any Depositor a description of
                  such  proceedings,  affiliations  or  relationships.

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

          (vi)    (A)   The  Company  shall  represent  to  the Purchaser, as of
                        the  date  on which information is first provided to the
                        Purchaser  under  this  Section  9.01(e) that, except as
                        disclosed  in  writing  to  the  Purchaser prior to such
                        date:  (1) the 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; (2) the 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; (3) 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;  (4) no
                        material changes to the Company's policies or procedures
                        with  respect  to the servicing function it will perform
                        under  this  Agreement  and any Reconstitution Agreement
                        for  mortgage  loans  of  a type similar to the Mortgage
                        Loans  have  occurred  during  the  three-year  period
                        immediately  preceding  the  related  Securitization
                        Transaction;  (5)  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  this  Agreement  or  any
                        Reconstitution  Agreement;  (6)  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  (7)  there  are  no
                        affiliations,  relationships or transactions relating to
                        the  Company,  any  Subservicer  or  any  Third-Party
                        Originator  with  respect  to  any  Securitization
                        Transaction  and  any  party  thereto  identified by the
                        related  Depositor  of  a type described in Item 1119 of
                        Regulation  AB.

               (B)      If so  requested  by the Purchaser on any date following
                        the  date  on which information is first provided to the
                        Purchaser under this Section 9.01(e), the Company shall,
                        within  five  (5)  Business Days following such request,
                        confirm  in  writing the accuracy of the representations
                        and  warranties set forth in sub clause (A) above or, if
                        any  such representation and warranty is not accurate as
                        of the date of such request, provide reasonably adequate
                        disclosure  of  the  pertinent facts, in writing, to the
                        requesting  party.

          (vii)   In  addition  to such information as the Company, as servicer,
                  is  obligated  to provide pursuant to other provisions of this
                  Agreement,  if so requested by the Purchaser or any Depositor,
                  the  Company  shall  provide  such  information  reasonably
                  available  to  the  Company  regarding  the performance of the
                  Mortgage  Loans  as  is  reasonably  required  to  facilitate
                  preparation  of  distribution  reports in accordance with Item
                  1121  of  Regulation  AB.

     (f)  the Company  shall  indemnify  the  Purchaser,  each  affiliate of the
          Purchaser,  and  each  of  the  following  parties  participating in a
          Securitization  Transaction;  each  sponsor  and  issuing entity; 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; 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  and  agents  of each of the foregoing and of the
          Depositor,  and  shall hold each of them harmless from and against any
          losses,  damages,  penalties,  fines,  forfeitures,  legal  fees  and
          expenses  and  related costs, judgments, and any other costs, fees and
          expenses  that  any  of them may sustain arising out of or based upon:

          (i)  (A) any  untrue  statement  of  a  material  fact  contained  or
               alleged  to  be  contained  in  any  information,  report,
               certification,  accountants'  letter  or  other material provided
               under Sections 9.01(c) and (e) by or on behalf of the Company, or
               provided  under  Sections  9.01(c) and (e) 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  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  Sections 9.01(c) and (e), including any
               failure  by  the  Company  to  identify  any  Subcontractor
               "participating  in  the servicing function" within the meaning of
               Item  1122  of  Regulation  AB;  or

          (iii) any breach  by  the  Company  of  a  representation  or warranty
               set  forth  in  Section  9.01(e)(iv)(A) or in a writing furnished
               pursuant to Section 9.01(e)(iv)(B) and made as of a date prior to
               the  closing  date  of the related Securitization Transaction, to
               the extent that such breach is not cured by such closing date, or
               any  breach  by  the Company of a representation or warranty in a
               writing  furnished  pursuant  to  Section  9.01(e)(iv)(B)  to the
               extent  made  as  of  a  date  subsequent  to  such closing date.

          In the case of any failure of performance described in sub-clause (ii)
          of  this  Section  9.01(f),  the  Company shall promptly reimburse the
          Purchaser,  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  Company,  any Subservicer, any Subcontractor or any
          Third-Party  Originator.

     (g)  the  Purchaser  and  each  Person  who controls the Purchaser shall
          indemnify  the Company, each affiliate of the Company, each Person who
          controls  any  of  such  parties or the Company (within the meaning of
          Section  15  of the Securities Act and Section 20 of the Exchange Act)
          and  the  respective present and former directors, officers, employees
          and agents of each of the foregoing and of the Company, and shall hold
          each of them harmless from and against any losses, damages, penalties,
          fines,  forfeitures,  legal  fees  and  expenses  and  related  costs,
          judgments, and any other costs, fees and expenses that any of them may
          sustain  arising  out  of  or  based  upon:

          (i)  (A)  any  untrue  statement  of  a  material  fact  contained  or
               alleged  to  be  contained in any offering materials related to a
               Securitization  Transaction,  including  without  limitation  the
               registration  statement,  prospectus,  prospectus supplement, any
               private  placement  memorandum,  any  offering  circular,  any
               computational materials, and any amendments or supplements to the
               foregoing  (collectively,  the "Securitization Materials") or (B)
               the  omission  or alleged omission to state in the Securitization
               Materials  a  material  fact  required  to  be  stated  in  the
               Securitization  Materials  or  necessary  in  order  to  make the
               statements therein, in the light of the circumstances under which
               they  were made, not misleading, but only to the extent that such
               untrue  statement  or  alleged  untrue  statement  or omission or
               alleged  omission  is  other than a statement or omission arising
               out  of,  resulting  from, or based upon the Company Information.

     The  Purchaser  and  the  Company acknowledge and agree that the purpose of
Section  9.01(e)  is to facilitate compliance by the Purchaser and any Depositor
with  the  provisions  of Regulation AB and related rules and regulations of the
Commission.  Neither the Purchaser nor any Depositor shall exercise its right to
request  delivery  of  information  or  other performance under these provisions
other  than  in  good  faith,  or  for  purposes  other than compliance with the
Securities Act, the Exchange Act and the rules and regulations of the Commission
thereunder.  The  Company  acknowledges that interpretations of the requirements
of  Regulation  AB  may  change  over time, whether due to interpretive guidance
provided  by  the  Commission  or its staff, consensus among participants in the
asset-backed  securities markets, advice of counsel, or otherwise, and agrees to
comply  with  requests  made by the Purchaser or any Depositor in good faith for
delivery  of  information  under  these  provisions  on  the  basis  of evolving
interpretations  of  Regulation  AB.  In  connection  with  any  Securitization
Transaction,  the Company shall cooperate fully with the Purchaser to deliver to
the  Purchaser  (including any of its assignees or designees) and any Depositor,
any  and  all  statements,  reports,  certifications,  records  and  any  other
information  necessary  in  the good faith determination of the Purchaser or any
Depositor  to  permit  the  Purchaser  or  such  Depositor  to  comply  with the
provisions  of  Regulation  AB,  together  with such disclosures relating to the
Company,  any Subservicer, any Third-Party Originator and the Mortgage Loans, or
the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any
Depositor  to  be  necessary  in  order  to  effect  such  compliance.

     In  the  event  the  Purchaser  has elected to have the Company hold record
title  to  the  Mortgages,  prior  to  the Reconstitution Date the Company shall
prepare  an  Assignment  of Mortgage in blank or to the trustee from the Company
acceptable  to the trustee for each Mortgage Loan that is part of the Whole Loan
Transfers,  Agency  Transfer  or Securitization Transactions.  The Company shall
pay  all  preparation and recording costs associated with the initial Assignment
of  Mortgage.  The Company shall execute each Assignment of Mortgage, track such
Assignments  of  Mortgage  to ensure they have been recorded and deliver them as
required  by  the trustee upon the Company's receipt thereof.  Additionally, the
Company  shall  prepare and execute, at the direction of the Purchaser, any note
endorsements  in  connection  with  any  and all seller/servicer agreements.  If
required  at  any  time  by a Rating Agency, Purchaser or successor purchaser in
connection  with  any  Whole  Loan  Transfer,  Agency  Sale  or  Securitization
Transaction,  the  Company  shall  deliver  such  additional  documents from its
Retained  Mortgage  File  within  thirty  (30)  Business  Days to the Custodian,
successor  purchaser  or  other designee of the Purchaser as said Rating Agency,
Purchaser  or  successor  purchaser  may  require.

     All  Mortgage  Loans  (i)  not  sold  or transferred pursuant to Whole Loan
Transfers,  Agency  Transfer  or  Securitization  Transactions  or (ii) that are
subject  to  a  Securitization for which the related trust is terminated for any
reason, shall remain subject to this Agreement and shall continue to be serviced
in  accordance  with  the  terms of this Agreement and with respect thereto this
Agreement  shall  remain  in  full  force  and  effect.


                                    ARTICLE X

                                     DEFAULT

Section  10.01     Events  of  Default.
                   -------------------

     Each  of  the following shall constitute an Event of Default on the part of
the  Company:

     (i)     any  failure  by  the Company to remit to the Purchaser any payment
             required  to  be  made  under  the  terms  of  this Agreement which
             continues  unremedied  for  a period of two Business Days after the
             date  upon which written notice of such failure, requiring the same
             to  be  remedied,  shall  have  been  given  to  the Company by the
             Purchaser;  or

     (ii)    failure  by the Company duly to observe or perform in any material
             respect any other of the covenants or agreements on the part of the
             Company  set  forth in this Agreement or in the Custodial Agreement
             which  continues  unremedied for a period of 90 days after the date
             on  which  written notice of such failure, requiring the same to be
             remedied,  shall have been given to the Company by the Purchaser or
             by  the  Custodian;  or

     (iii)   failure  by the Company to maintain its license to do business in
             any  jurisdiction  where  the Mortgaged Property is located if such
             license  is  required;  or

     (iv)    a  decree  or  order of a court or agency or supervisory authority
             having  jurisdiction  for  the  appointment  of  a  conservator  or
             receiver  or  liquidator  in  any insolvency, readjustment of debt,
             including  bankruptcy,  marshaling  of  assets  and  liabilities or
             similar  proceedings,  or  for the winding-up or liquidation of its
             affairs,  shall  have  been  entered  against  the Company and such
             degree  or  order  shall  have  remained  in  force undischarged or
             unstayed  for  a  period  of  60  days;  or

     (v)     the  Company  shall  consent to the appointment of a conservator or
             receiver  or  liquidator  in  any insolvency, readjustment of debt,
             marshaling  of  assets and liabilities or similar proceedings of or
             relating  to  the Company or of or relating to all or substantially
             all  of  its  property;  or

     (vi)    the  Company shall admit in writing its inability to pay its debts
             generally  as they become due, file a petition to take advantage of
             any  applicable  insolvency,  bankruptcy or reorganization statute,
             make  an  assignment  for the benefit of its creditors, voluntarily
             suspend  payment  of  its  obligations or cease its normal business
             operations;  or

     (vii)   the  Company  ceases  to  meet  the  qualifications  of  a Fannie
             Mae/Freddie  Mac  servicer;  or

     (viii)  the  Company  attempts  to  assign  its  right  to  servicing
             compensation hereunder or to assign this Agreement or the servicing
             responsibilities  hereunder  or to delegate its duties hereunder or
             any  portion  thereof  in  violation  of  Section  8.04.

     In  each and every such case, so long as an Event of Default shall not have
been  remedied,  in addition to whatever rights the Purchaser may have at law or
equity  to  damages,  including  injunctive relief and specific performance, the
Purchaser, by notice in writing to the Company, may terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans
and  the  proceeds  thereof.

     Upon receipt by the Company of such written notice, all authority and power
of  the Company under this Agreement, whether with respect to the Mortgage Loans
or otherwise, shall pass to and be vested in the successor appointed pursuant to
Section  12.01.  Upon  written  request  from  any  Purchaser, the Company shall
prepare, execute and deliver to the successor entity designated by the Purchaser
any  and  all  documents  and  other  instruments,  place  in  such  successor's
possession  all  Servicing  Files,  and do or cause to be done all other acts or
things  necessary  or  appropriate  to  effect  the  purposes  of such notice of
termination,  including  but  not  limited  to  the  transfer and endorsement or
assignment  of  the  Mortgage Loans and related documents, at the Company's sole
expense.  The  Company  shall cooperate with the Purchaser and such successor in
effecting  the  termination  of  the  Company's  responsibilities  and  rights
hereunder,  including  without  limitation,  the  transfer to such successor for
administration  by it of all cash amounts which shall at the time be credited by
the  Company  to  the  Custodial  Account,  Subsidy Account or Escrow Account or
thereafter  received  with  respect  to  the  Mortgage  Loans.

Section  10.02     Waiver  of  Defaults.
                   --------------------

     By  a written notice, the Purchaser may waive any default by the Company in
the  performance  of  its  obligations hereunder and its consequences.  Upon any
waiver  of  a  past default, such default shall cease to exist, and any Event of
Default  arising  therefrom  shall  be  deemed  to  have been remedied for every
purpose  of  this  Agreement.  No  such waiver shall extend to any subsequent or
other  default  or  impair  any  right  consequent  thereon except to the extent
expressly  so  waived.


                                   ARTICLE XI

                                   TERMINATION

Section  11.01     Termination.
                   -----------

     This  Agreement  shall  terminate  upon either:  (i) the later of the final
payment  or  other liquidation (or any advance with respect thereto) of the last
Mortgage  Loan  or  the disposition of any REO Property with respect to the last
Mortgage  Loan  and  the  remittance  of all funds due hereunder; or (ii) mutual
consent  of  the  Company  and  the  Purchaser  in  writing.

Section  11.02     Termination  Without  Cause.
                   ---------------------------

     The Purchaser may terminate, at its sole option, any rights the Company may
have  hereunder,  without  cause  as  provided  in this Section 11.02.  Any such
notice  of  termination  shall  be  in  writing  and delivered to the Company by
registered  mail  as  provided  in  Section  12.05.

     The  Company shall be entitled to receive, as such liquidated damages, upon
the  transfer  of  the  servicing rights, an amount equal to:  (i)  2.75% of the
aggregate  outstanding  principal  amount  of  the  Mortgage  Loans  as  of  the
termination date paid by the Purchaser to the Company with respect to all of the
Mortgage  Loans  for  which a servicing fee rate of .25% is paid per annum, (ii)
3.25%  of the aggregate outstanding principal amount of the Mortgage Loans as of
the termination date paid by the Purchaser to the Company with respect to all of
the  Mortgage  Loans  for which a servicing fee rate of .375% is paid per annum,
and  (iii)  3.75%  of the aggregate outstanding principal amount of the Mortgage
Loans  as  of  the  termination  date  paid by the Purchaser to the Company with
respect  to  all of the Mortgage Loans for which a servicing fee rate of .44% or
greater  is  paid  per  annum.


                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

Section  12.01     Successor  to  Company.
                   ----------------------

     Prior  to  termination  of  the Company's responsibilities and duties under
this  Agreement  pursuant  to  Sections  8.04,  10.01,  11.01  (ii) or 11.02 the
Purchaser  shall,  (i)  succeed  to  and  assume  all  of  the  Company's
responsibilities,  rights,  duties and obligations under this Agreement, or (ii)
appoint  a  successor  having  the characteristics set forth in Section 8.02 and
which shall succeed to all rights and assume all of the responsibilities, duties
and  liabilities of the Company under this Agreement prior to the termination of
Company's  responsibilities,  duties  and  liabilities under this Agreement.  In
connection  with  such  appointment  and assumption, the Purchaser may make such
arrangements  for the compensation of such successor out of payments on Mortgage
Loans  as  it  and  such successor shall agree.  In the event that the Company's
duties,  responsibilities  and  liabilities  under  this  Agreement  should  be
terminated  pursuant to the aforementioned sections, the Company shall discharge
such  duties  and  responsibilities  during the period from the date it acquires
knowledge  of  such  termination  until the effective date thereof with the same
degree  of  diligence  and prudence which it is obligated to exercise under this
Agreement,  and  shall  take no action whatsoever that might impair or prejudice
the  rights or financial condition of its successor.  The resignation or removal
of  the  Company  pursuant  to  the  aforementioned  sections  shall  not become
effective  until  a  successor shall be appointed pursuant to this Section 12.01
and  shall in no event relieve the Company of the representations and warranties
made  pursuant  to  Sections  3.01  and  3.02  and the remedies available to the
Purchaser under Section 3.03, it being understood and agreed that the provisions
of  such  Sections  3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company
notwithstanding  any  such  sale,  assignment, resignation or termination of the
Company,  or  the  termination  of  this  Agreement.

     Any  successor  appointed as provided herein shall execute, acknowledge and
deliver  to  the  Company  and  to  the  Purchaser  an instrument accepting such
appointment, wherein the successor shall make the representations and warranties
set forth in Section 3.01, except for subsection (h) with respect to the sale of
the Mortgage Loans and subsections (i) and (k) thereof, whereupon such successor
shall become fully vested with all the rights, powers, duties, responsibilities,
obligations  and  liabilities  of the Company, with like effect as if originally
named  as  a  party  to  this  Agreement.  Any termination or resignation of the
Company  or termination of this Agreement pursuant to Section 8.04, 10.01, 11.01
or  11.02  shall  not  affect any claims that any Purchaser may have against the
Company arising out of the Company's actions or failure to act prior to any such
termination  or  resignation.

     The  Company  shall deliver promptly to the successor servicer the funds in
the  Custodial  Account,  Subsidy  Account  and Escrow Account and all Servicing
Files  and related documents and statements held by it hereunder and the Company
shall  account  for all funds and shall execute and deliver such instruments and
do  such  other  things  as  may  reasonably  be  required  to  more  fully  and
definitively  vest  in  the  successor  all  such  rights,  powers,  duties,
responsibilities,  obligations  and  liabilities  of  the  Company.

     Upon  a  successor's  acceptance  of appointment as such, the Company shall
notify  by  mail  the  Purchaser  of  such  appointment  in  accordance with the
procedures  set  forth  in  Section  12.05.

Section  12.02     Amendment.
                   ---------

     This Agreement may be amended from time to time by written agreement signed
by  the  Company  and  the  Purchaser.

Section  12.03     Governing  Law.
                   --------------

     This  Agreement shall be construed in accordance with the laws of the State
of  New  York  and the obligations, rights and remedies of the parties hereunder
shall  be  determined  in  accordance  with  such  laws.

     Each  of  the  Company  and the Purchaser hereby knowingly, voluntarily and
intentionally  waives  any  and  all  rights  it  may have to a trial by jury in
respect  or  any litigation based on, or arising out of, under, or in connection
with,  this  Agreement,  or  any  other  documents  and  instruments executed in
connection  herewith,  or  any  course of conduct, course of dealing, statements
(whether  oral  or  written),  or actions of the Company or the Purchaser.  This
provision  is  a  material  inducement  for  the  Purchaser  to  enter into this
Agreement.

Section  12.04     Duration  of  Agreement.
                   -----------------------

     This  Agreement  shall continue in existence and effect until terminated as
herein provided.  This Agreement shall continue notwithstanding transfers of the
Mortgage  Loans  by  the  Purchaser.

Section  12.05     Notices.
                   -------

     All  demands,  notices and communications hereunder shall be in writing and
shall  be deemed to have been duly given if personally delivered at or mailed by
registered  mail,  postage  prepaid,  addressed  as  follows:

     (i)     if  to the Company with respect to servicing and investor reporting
             issues:

             Wells  Fargo  Bank,  N.A.
             1  Home  Campus
             Des  Moines,  Iowa  50328-0001
             Attention:  John  B.  Brown,  MAC  X2401-042

             If  to  the  Company  with  respect  to  all  other  issues:

             Wells  Fargo  Bank,  N.A.
             7430  New  Technology  Way
             Frederick,  MD  21703
             Attention:  Structured  Finance  Manager,  MAC  X3906-012

             In  each  instance  with  a  copy  to:

             Wells  Fargo  Bank,  N.A.
             1  Home  Campus
             Des  Moines,  Iowa  50328-0001
             Attention:  General  Counsel,  MAC  X2401-06T

             or  such  other  address  as  may  hereafter  be  furnished  to the
             Purchaser  in  writing  by  the  Company;

     (ii)    if  to  Purchaser:

             EMC  Mortgage  Corporation
             Mac  Arthur  Ridge  II
             909  Hidden  Ridge  Dr.,  Suite  200
             Irving,  TX  75038
             Attention:  Ralene  Ruyle

      With  a  copy  to:

             Bear  Stearns  Mortgage  Capital  Corp.
             383  Madison  Avenue
             New  York,  NY  10179
             Attention:  Baron  Silverstein

Section  12.06     Severability  of  Provisions.
                   ----------------------------

     If  any  one  or  more of the covenants, agreements, provisions or terms of
this  Agreement  shall  be  held  invalid  for  any reason whatsoever, then such
covenants,  agreements,  provisions  or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in  no way affect the validity or enforceability of the other provisions of this
Agreement.

Section  12.07     Relationship  of  Parties.
                   -------------------------

     Nothing  herein  contained  shall  be  deemed  or  construed  to  create  a
partnership  or joint venture between the parties hereto and the services of the
Company  shall be rendered as an independent contractor and not as agent for the
Purchaser.

Section  12.08     Execution;  Successors  and  Assigns.
                   ------------------------------------

     This  Agreement  may  be  executed  in  one or more counterparts and by the
different  parties  hereto  on  separate  counterparts,  each  of which, when so
executed,  shall be deemed to be an original; such counterparts, together, shall
constitute  one and the same agreement.  Subject to Section 8.04, this Agreement
shall  inure to the benefit of and be binding upon the Company and the Purchaser
and  their  respective  successors  and  assigns.

Section  12.09     Recordation  of  Assignments  of  Mortgage.
                   ------------------------------------------

     To  the  extent  permitted  by  applicable  law, each of the Assignments of
Mortgage  is  subject  to recordation in all appropriate public offices for real
property  records in all the counties or other comparable jurisdictions in which
any  or  all  of  the  Mortgaged  Properties  are  situated,  and  in  any other
appropriate  public  recording  office  or  elsewhere,  such  recordation  to be
effected  at  the Company's expense in the event recordation is either necessary
under  applicable  law  or  requested  by  the  Purchaser  at  its  sole option.

Section  12.10     Assignment  by  Purchaser.
                   -------------------------

     The  Purchaser shall have the right, without the consent of the Company but
subject to the limit set forth in Section 2.02 hereof, to assign, in whole or in
part,  its  interest  under  this  Agreement  with respect to some or all of the
Mortgage Loans, and designate any person to exercise any rights of the Purchaser
hereunder,  by  executing  an  Assignment,  Assumption and Recognition Agreement
substantially  in  the  form  attached as Exhibit G and the assignee or designee
shall  accede  to  the  rights  and  obligations hereunder of the Purchaser with
respect  to  such  Mortgage  Loans.  All  references  to  the  Purchaser in this
Agreement  shall  be  deemed  to  include  its  assignee  or  designee.

Section  12.11     Solicitation  of  Mortgagor.
                   ---------------------------

     Neither  party  shall,  after  the related Closing Date, take any action to
solicit  the refinancing of any Mortgage Loan.  It is understood and agreed that
neither  (i)  promotions  undertaken  by either party or any affiliate of either
party  which  are  directed  to  the general public at large, including, without
limitation,  mass  mailings  based  upon  commercially  acquired  mailing lists,
newspaper,  radio,  television  advertisements  nor (ii) serving the refinancing
needs  of  a  Mortgagor  who,  without  solicitation,  contacts  either party in
connection  with  the  refinance  of  such  Mortgage  or  Mortgage  Loan,  shall
constitute  solicitation  under  this  Section.


                [Intentionally Blank - Next Page Signature Page]


(page)
     IN  WITNESS  WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of
the  day  and  year  first  above  written.


EMC  MORTGAGE  CORPORATION            WELLS  FARGO  BANK,  N.A.
PURCHASER                             COMPANY

By:                                   By:
   ------------------------------        ----------------------------------

Name:                                 Name:
     ----------------------------          --------------------------------

Title:                                Title:
      ---------------------------           -------------------------------


(page)
STATE  OF               )
                        )     ss:
COUNTY OF ___________   )

     On  the  _____  day of _______________, 20___ before me, a Notary Public in
and for said State, personally appeared ________________________, known to me to
be_______________________ of  Wells  Fargo  Bank,  N.A.,  the  national  banking
association  that  executed the within instrument and also known to me to be the
person  who executed it on behalf of said bank, and acknowledged to me that such
bank  executed  the  within  instrument.

     IN  WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the
day  and  year  in  this  certificate  first  above  written.


                                           _____________________________________
                                           Notary  Public

                                           My  Commission  expires______________


(page)

STATE  OF               )
                        )     ss:
COUNTY OF ___________   )

     On  the  _____  day of _______________, 20___ before me, a Notary Public in
and  for  said State, personally appeared _____________________________________,
known  to  me  to  be  the  ______________________________  of  EMC  Mortgage
Corporation,  the corporation that executed the within instrument and also known
to  me  to  be  the  person  who  executed it on behalf of said corporation, and
acknowledged  to  me  that  such  corporation  executed  the  within instrument.

     IN  WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the
day  and  year  in  this  certificate  first  above  written.


                                           _____________________________________
                                           Notary  Public

                                           My  Commission  expires______________


(page)
                                    EXHIBIT A


                   FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT

On this _____ day of __________, 20___, Wells Fargo Bank, N.A. (the "Seller") as
                                                                     ------
the Seller under that certain Amended and Restated Master Mortgage Loan Purchase
Agreement,  ("Purchase Agreement") and as the Company under that certain Amended
and  Restated Master Seller's Warranties and Servicing Agreement (the "Servicing
Agreement")  each  dated  as  of  _______________,  20___,  (collectively,  the
"Agreements")  does  hereby  sell,  transfer, assign, set over and convey to EMC
 ----------
Mortgage  Corporation  as  the  Purchaser  (the  "Purchaser") under the Purchase
                                                  ---------
Agreement,  and  Purchaser  hereby  accepts  from  Seller, without recourse, but
subject to the terms of the Agreements, all right, title and interest of, in and
to  the  Mortgage  Loans listed on the Mortgage Loan Schedule attached hereto as
Exhibit  A,  together  with  the  Custodial Mortgage Files and Retained Mortgage
----------
Files  and  all  rights  and  obligations  arising under the documents contained
therein.  Pursuant  to  Section  2.03 of the Servicing Agreement, the Seller has
delivered to the Custodian the documents for each Mortgage Loan to be purchased.
The  Servicing  Files  retained  by  the  Seller pursuant to Section 2.01 of the
Servicing Agreement shall be appropriately marked to clearly reflect the sale of
the  related  Mortgage  Loans  to  the  Purchaser.
Capitalized  terms used herein and not otherwise defined shall have the meanings
set  forth  in  the  Agreements.

EMC  MORTGAGE  CORPORATION            WELLS  FARGO  BANK,  N.A.
PURCHASER                             COMPANY

By:                                   By:
   ------------------------------        ----------------------------------

Name:                                 Name:
     ----------------------------          --------------------------------

Title:                                Title:
      ---------------------------           -------------------------------

(page)
                                    EXHIBIT B


                               CUSTODIAL AGREEMENT


(page)
                                    EXHIBIT C


                    CONTENTS OF EACH RETAINED MORTGAGE FILE,
                   SERVICING FILE AND CUSTODIAL MORTGAGE FILE

     With  respect  to  each  Mortgage  Loan,  the  Retained  Mortgage  File and
Custodial  Mortgage  File shall include each of the following items, which shall
be  available for inspection by the Purchaser and any prospective Purchaser, and
which  shall  be  retained  by  the  Company  in  the  Retained Mortgage File or
Servicing  File or delivered to the Custodian pursuant to Sections 2.01 and 2.03
of  the Seller's Warranties and the Servicing Agreement to which this Exhibit is
attached  (the  "Agreement"):

     1.   The  original  Mortgage  Note  bearing  all  intervening endorsements,
          endorsed "Pay to the order of without recourse" and signed in the name
          of  the  Company  by  an  authorized  officer  (in  the event that the
          Mortgage  Loan  was acquired by the Company in a merger, the signature
          must  be  in  the  following  form: "[Company], successor by merger to
          [name  of  predecessor]";  and in the event that the Mortgage Loan was
          acquired  or  originated  by  the  Company  while doing business under
          another name, the signature must be in the following form: "[Company],
          formerly  know  as  [previous  name]").

     2.   The original of any guarantee executed in connection with the Mortgage
          Note  (if  any).

     3.   The  original  Mortgage,  with  evidence  of  recording  thereon  or a
          certified  true and correct copy of the Mortgage sent for recordation.
          If in connection with any Mortgage Loan, the Company cannot deliver or
          cause to be delivered the original Mortgage with evidence of recording
          thereon  on  or  prior  to the related Closing Date because of a delay
          caused  by  the  public  recording office where such Mortgage has been
          delivered  for  recordation  or because such Mortgage has been lost or
          because  such  public  recording  office retains the original recorded
          Mortgage,  the  Company  shall deliver or cause to be delivered to the
          Custodian, a photocopy of such Mortgage, together with (i) in the case
          of  a  delay  caused  by  the  public  recording  office, an Officer's
          Certificate  of  the  Company  stating  that  such  Mortgage  has been
          dispatched  to the appropriate public recording office for recordation
          and  that  the  original  recorded Mortgage or a copy of such Mortgage
          certified  by  such  public recording office to be a true and complete
          copy  of  the original recorded Mortgage will be promptly delivered to
          the Custodian upon receipt thereof by the Company; or (ii) in the case
          of  a  Mortgage  where  a public recording office retains the original
          recorded  Mortgage  or  in  the  case  where  a Mortgage is lost after
          recordation  in  a  public  recording  office, a copy of such Mortgage
          certified  by  such  public recording office or by the title insurance
          company that issued the title policy to be a true and complete copy of
          the  original  recorded  Mortgage.

          Further,  with  respect to MERS Mortgage Loans, (a) the Mortgage names
          MERS  as  the  Mortgagee  and  (b)  the  requirements set forth in the
          Electronic  Tracking  Agreement  have been satisfied, with a conformed
          recorded  copy  to  follow  as  soon  as  the  same is received by the
          Company.

     4.   the  originals  or  certified  true  copies  of  any document sent for
          recordation  of  all  assumption,  modification,  consolidation  or
          extension  agreements,  with  evidence  of  recording  thereon.

     5.   The  original  Assignment  of Mortgage for each Mortgage Loan, in form
          and  substance  acceptable  for recording (except for the insertion of
          the name of the assignee and recording information). The Assignment of
          Mortgage must be duly recorded only if recordation is either necessary
          under  applicable  law  or  commonly required by private institutional
          mortgage investors in the area where the Mortgaged Property is located
          or  on  direction  of  the  Purchaser  as  provided  in  the Custodial
          Agreement.  If  the  Assignment  of  Mortgage  is  to be recorded, the
          Mortgage  shall  be  assigned  to  the Purchaser. If the Assignment of
          Mortgage  is  not  to be recorded, the Assignment of Mortgage shall be
          delivered  in  blank. If the Mortgage Loan was acquired by the Company
          in  a  merger,  the Assignment of Mortgage must be made by "[Company],
          successor  by  merger  to [name of predecessor]." If the Mortgage Loan
          was  acquired  or originated by the Company while doing business under
          another  name,  the  Assignment  of  Mortgage  must  be by "[Company],
          formerly  know  as  [previous  name]."

     6.   Originals  or  certified true copies of documents sent for recordation
          of  all  intervening  assignments  of  the  Mortgage  with evidence of
          recording  thereon, or if any such intervening assignment has not been
          returned  from  the applicable recording office or has been lost or if
          such public recording office retains the original recorded assignments
          of mortgage, the Company shall deliver or cause to be delivered to the
          Custodian,  a  photocopy of such intervening assignment, together with
          (i)  in  the case of a delay caused by the public recording office, an
          Officer's  Certificate  of  the  Company stating that such intervening
          assignment  of  mortgage has been dispatched to the appropriate public
          recording  office  for  recordation  and  that  such original recorded
          intervening  assignment  of  mortgage  or  a  copy of such intervening
          assignment  of  mortgage certified by the appropriate public recording
          office  or by the title insurance company that issued the title policy
          to  be  a  true and complete copy of the original recorded intervening
          assignment  of  mortgage  will  be promptly delivered to the Custodian
          upon  receipt  thereof  by  the  Company;  or  (ii)  in the case of an
          intervening  assignment  where  a  public recording office retains the
          original  recorded  intervening  assignment  or  in  the case where an
          intervening assignment is lost after recordation in a public recording
          office, a copy of such intervening assignment certified by such public
          recording  office  to  be  a  true  and  complete copy of the original
          recorded  intervening  assignment.

     7.   The electronic form of PMI Policy as identified by certificate number.

     8.   The  original mortgagee policy of title insurance or other evidence of
          title  such  as  a  copy  of  the  title  commitment  or  copy  of the
          preliminary  title  commitment.

     9.   Any  security  agreement,  chattel  mortgage or equivalent executed in
          connection  with  the  Mortgage.

     10.  Original  power  of  attorney,  if  applicable.

     11.  For  each  Cooperative  Loan,  the original or a seller certified true
          copy  of  the  following:

                    The  original Pledge Agreement entered into by the Mortgagor
                    with  respect  to  such  Cooperative  Loan;

                    UCC-3  assignment  in  blank  (or  equivalent  instrument),
                    sufficient  under  the  laws  of  the jurisdiction where the
                    related  Cooperative  Apartment  is  located  to  reflect of
                    record  the  sale  and assignment of the Cooperative Loan to
                    the  Purchaser;

                    Original  assignment  of Pledge Agreement in blank showing a
                    complete  chain  of  assignment  from  the originator of the
                    related  Cooperative  Loan  to  the  Company;

                    Original  Form  UCC-1  and  any continuation statements with
                    evidence  of filing thereon with respect to such Cooperative
                    Loan;

                    Cooperative  Shares  with  a  Stock  Certificate  in  blank
                    attached;

                    Original  Proprietary  Lease;

                    Original  Assignment of Proprietary Lease, in blank, and all
                    intervening  assignments  thereof;

                    Original  recognition  agreement  of  the  interests  of the
                    mortgagee  with  respect  to  the  Cooperative  Loan  by the
                    Cooperative,  the  stock of which was pledged by the related
                    Mortgagor  to  the  originator of such Cooperative Loan; and

                    Originals  of  any assumption, consolidation or modification
                    agreements  relating  to  any  of the items specified above.

                    With respect to each Mortgage Loan, the Servicing File shall
                    include  each  of  the  following items to the extent in the
                    possession  of  the  Company  or  in  the  possession of the
                    Company's  agent(s):

     12.  The  original  hazard  insurance policy and, if required by law, flood
          insurance  policy,  in  accordance with Section 4.10 of the Agreement.

     13.  Residential  loan  application.

     14.  Mortgage  Loan  closing  statement.

     15.  Verification  of  employment  and  income, unless originated under the
          Company's  Limited  Documentation  program, Fannie Mae Timesaver Plus.

     16.  Verification  of  acceptable  evidence  of  source  and amount of down
          payment.

     17.  Credit  report  on  the  Mortgagor.

     18.  Residential  appraisal  report.

     19.  Photograph  of  the  Mortgaged  Property.

     20.  Survey  of  the Mortgage property, if required by the title company or
          applicable  law.

     21.  Copy  of  each  instrument necessary to complete identification of any
          exception  set  forth  in  the exception schedule in the title policy,
          i.e.  map  or  plat,  restrictions,  easements, sewer agreements, home
          association  declarations,  etc.

     22.  All  required  disclosure  statements.

     23.  If  available,  termite  report,  structural  engineer's report, water
          potability  and  septic  certification.

     24.  Sales  contract,  if  applicable.

     25.  Evidence  of  payment of taxes and insurance premiums, insurance claim
          files, correspondence, current and historical computerized data files,
          and  all other processing, underwriting and closing papers and records
          which  are customarily contained in a mortgage loan file and which are
          required  to  document  the  Mortgage  Loan or to service the Mortgage
          Loan.

     26.  Amortization  schedule,  if  available.

     27.  Payment  history  for  any Mortgage Loan that has been closed for more
          than  90  days.

     In  the  event  an Officer's Certificate of the Company is delivered to the
Custodian  because of a delay caused by the public recording office in returning
any  recorded  document,  the Company shall deliver to the Custodian, within 240
days  of  the  related  Closing  Date,  an Officer's Certificate which shall (i)
identify  the  recorded  document, (ii) state that the recorded document has not
been  delivered  to  the  Custodian  due  solely to a delay caused by the public
recording  office,  (iii)  state  the  amount  of time generally required by the
applicable  recording  office  to  record  and  return  a document submitted for
recordation,  and (iv) specify the date the applicable recorded document will be
delivered  to  the  Custodian.  The  Company shall be required to deliver to the
Custodian  the applicable recorded document by the date specified in (iv) above.
An  extension  of  the  date  specified  in (iv) above may be requested from the
Purchaser,  which  consent  shall  not  be  unreasonably  withheld.


(page)
<TABLE>
<CAPTION>
                                                     EXHIBIT D


                                        SERVICING  CRITERIA  TO  BE  ADDRESSED
                                           IN  ASSESSMENT  OF  COMPLIANCE


-------------------------------------------------------------------------------------------------------------------------------
     REG AB                                       SERVICING CRITERIA                                   APPLICABLE  INAPPLICABLE
   REFERENCE                                                                                           SERVICING    SERVICING
                                                                                                        CRITERIA     CRITERIA
----------------  -----------------------------------------------------------------------------------  ----------  ------------
<S>               <C>                                                                                  <C>         <C>
----------------  -----------------------------------------------------------------------------------  ----------  ------------
                                            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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
                                              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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
1122(d)(2)(ii)    Disbursements made via wire transfer on behalf of an obligor or to an investor
                  are made only by authorized personnel.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
1122(d)(2)(vi)    Unissued checks are safeguarded so as to prevent unauthorized access.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
                                               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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------


(page)
----------------  -----------------------------------------------------------------------------------  ----------  ------------
     REG AB                                       SERVICING CRITERIA                                   APPLICABLE  INAPPLICABLE
   REFERENCE                                                                                           SERVICING    SERVICING
                                                                                                        CRITERIA     CRITERIA
----------------  -----------------------------------------------------------------------------------  ----------  ------------
                                            POOL ASSET ADMINISTRATION (CONT'D)
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
                                                   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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
1122(d)(4)(ii)    Mortgage loan and related documents are safeguarded as required by the
                  transaction agreements
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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).
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
1122(d)(4)(xiv)   Delinquencies, charge-offs and uncollectible accounts are recognized and
                  recorded in accordance with the transaction agreements.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
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.
----------------  -----------------------------------------------------------------------------------  ----------  ------------
</TABLE>


(page)
                                    EXHIBIT E


                         FORM OF SARBANES CERTIFICATION

     Re:  The  [  ]  agreement  dated as of [ ], 200[ ] (the "Agreement"), among
          [IDENTIFY  PARTIES]

I,  ________________________________,  the  _______________________  of [Name of
Servicer],  certify  to  [the Owner], [the Depositor], and the [Master Servicer]
[Securities Administrator] [Trustee], and their officers, with the knowledge and
intent  that  they  will  rely  upon  this  certification,  that:

     (1)     I  have  reviewed the servicer compliance statement of the Servicer
     provided  in  accordance  with  Item 1123 of Regulation AB (the "Compliance
     Statement"), the report on assessment of the Servicer's compliance with the
     servicing  criteria  set  forth  in  Item  1122(d)  of  Regulation  AB (the
     "Servicing  Criteria"), provided in accordance with Rules 13a-18 and 15d-18
     under  Securities Exchange Act of 1934, as amended (the "Exchange Act") and
     Item  1122  of  Regulation  AB (the "Servicing Assessment"), the registered
     public  accounting  firm's  attestation  report provided in accordance with
     Rules  13a-18  and  15d-18  under  the  Exchange Act and Section 1122(b) of
     Regulation  AB  (the  "Attestation  Report"),  and  all  servicing reports,
     officer's  certificates  and other information relating to the servicing of
     the Mortgage Loans by the Servicer during 200[ ] that were delivered by the
     Servicer  to  the  [Depositor] [Master Servicer] [Securities Administrator]
     [Trustee]  pursuant to the Agreement (collectively, the "Servicer Servicing
     Information");

     (2)     Based on my knowledge, the Servicer Servicing Information, taken as
     a  whole,  does not contain any untrue statement of a material fact or omit
     to  state  a  material  fact  necessary to make the statements made, in the
     light  of  the  circumstances  under  which  such statements were made, not
     misleading  with  respect  to  the  period  of time covered by the Servicer
     Servicing  Information;

     (3)     Based  on  my  knowledge, all of the Servicer Servicing Information
     required  to  be  provided  by  the  Servicer  under the Agreement has been
     provided  to  the  [Depositor] [Master Servicer] [Securities Administrator]
     [Trustee];

     (4)     I  am  responsible  for  reviewing  the activities performed by the
     Servicer  under the Agreement, and based on my knowledge and the compliance
     review  conducted  in  preparing  the  Compliance  Statement  and except as
     disclosed  in  the  Compliance  Statement,  the Servicing Assessment or the
     Attestation  Report,  the  Servicer has fulfilled its obligations under the
     Agreement;  and

     (5)     The  Compliance  Statement,  the  Servicing  Assessment  and  the
     Attestation  Report required to be provided by the Servicer pursuant to the
     Agreement  have  been  provided  to  the [Depositor] [Master Servicer]. Any
     material  instances  of  noncompliance  described in such reports have been
     disclosed  to  the  [Depositor] [Master Servicer]. Any material instance of
     noncompliance  with  the  Servicing  Criteria  has  been  disclosed in such
     reports.


                                         Date:

                                         By:______________________________
                                         Name:____________________________
                                         Title:___________________________


(page)
                                    EXHIBIT F

                  FORM OF SARBANES-OXLEY BACK-UP CERTIFICATION

I,  ______________________,  Vice  President  of  Wells  Fargo  Bank,  N.A. (the
"Servicer"),  certify to __________________, and its officers, directors, agents
and  affiliates  (the  "Sarbanes  Certifying Party"), and with the knowledge and
intent  that  they  will  rely  upon  this  certification,  that:

     (i)  Based  on my knowledge, the information relating to the Mortgage Loans
          and  the  servicing  thereof submitted by the Servicer to the Sarbanes
          Certifying  Party  which is used in connection with preparation of the
          reports  on Form 8-K and the annual report on Form 10-K filed with the
          Securities and Exchange Commission with respect to the Securitization,
          taken  as a whole, does not contain any untrue statement of a material
          fact or omit to state a material fact necessary to make the statements
          made,  in  light of the circumstances under which such statements were
          made,  not  misleading  as  of  the  date  of  this  certification;

     (ii) The  servicing  information  required  to  be provided to the Sarbanes
          Certifying  Party  by  the  Servicer  under  the  relevant  servicing
          agreement  has  been  provided  to  the  Sarbanes  Certifying  Party;

     (iii)  I  am  responsible  for  reviewing  the  activities performed by the
          Servicer  under  the  relevant  servicing agreement and based upon the
          review  required  by  the  relevant servicing agreement, and except as
          disclosed  in  the  Annual  Statement  of  Compliance,  the  Annual
          Independent  Public  Accountant's  Servicing  Report and all servicing
          reports,  officer's certificates and other information relating to the
          servicing  of  the Mortgage Loans submitted to the Sarbanes Certifying
          Party,  the  Servicer  has,  as  of  the  date  of  this certification
          fulfilled  its obligations under the relevant servicing agreement; and

     (iv) I  have  disclosed  to  the  Sarbanes Certifying Party all significant
          deficiencies  relating  to  the Servicer's compliance with the minimum
          servicing  standards  in  accordance  with  a  review  conducted  in
          compliance  with  the  Uniform Single Attestation Program for Mortgage
          Bankers  or  similar  standard  as set forth in the relevant servicing
          agreement.

     (v)  The Servicer shall indemnify and hold harmless the Sarbanes Certifying
          Party  and  its  officers,  directors,  agents and affiliates from and
          against any losses, damages, penalties, fines, forfeitures, reasonable
          legal  fees  and related costs, judgments and other costs and expenses
          arising  out  of  or based upon a breach by the Servicer or any of its
          officers,  directors,  agents  or  affiliates of its obligations under
          this  Certification or the negligence, bad faith or willful misconduct
          of  the  Servicer  in  connection  therewith.  If  the indemnification
          provided  for  herein  is unavailable or insufficient to hold harmless
          the  Sarbanes Certifying Party, then the Servicer agrees that it shall
          contribute  to  the  amount paid or payable by the Sarbanes Certifying
          Party as a result of the losses, claims, damages or liabilities of the
          Sarbanes  Certifying  Party  in  such  proportion as is appropriate to
          reflect the relative fault of the Sarbanes Certifying Party on the one
          hand  and the Servicer on the other in connection with a breach of the
          Servicer's  obligations  under  this  Certification  or the Servicer's
          negligence,  bad  faith or willful misconduct in connection therewith.

IN  WITNESS  WHEREOF, I have hereunto signed my name and affixed the seal of the
Servicer.

Dated:                                   By:
                                         Name:
                                         Title:


(page)
                                    EXHIBIT G

                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT


                                                              ____________, 20__


     ASSIGNMENT,  ASSUMPTION  AND  RECOGNITION  AGREEMENT,  dated
___________________,  20____  between  _________________,  a  _________________
corporation  having  an  office  at  _________________  ("Assignor")  and
_________________,  having  an  office  at  _________________  ("Assignee"):

     For  and  in  consideration  of  the  sum  of  one dollar ($1.00) and other
valuable  consideration  the  receipt  and  sufficiency  of  which  are  hereby
acknowledge,  and  of  the mutual covenants herein contained, the parties hereto
hereby  agree  as  follows:

     1.     The Assignor hereby grants, transfers and assigns to Assignee all of
the  right,  title and interest of Assignor, as Purchaser, in, to and under that
certain  Seller's  Warranties and Servicing Agreement, (the "Seller's Warranties
and  Servicing  Agreement"),  dated  as  of  _________________,  by  and between
_________________  (the "Purchaser"), and _________________ (the "Company"), and
the Mortgage Loans delivered thereunder by the Company to the Assignor, and that
certain  Custodial  Agreement,  (the  "Custodial  Agreement"),  dated  as  of
_________________, by and among the Company, the Purchaser and _________________
(the  "Custodian").

     2.     The  Assignor  warrants  and  represents to, and covenants with, the
Assignee  that:

          a.     The Assignor is the lawful owner of the Mortgage Loans with the
full  right  to  transfer  the  Mortgage  Loans free from any and all claims and
encumbrances  whatsoever;

          b.     The  Assignor  has not received notice of, and has no knowledge
of,  any  offsets, counterclaims or other defenses available to the Company with
respect  to  the  Seller's  Warranties  and  Servicing Agreement or the Mortgage
Loans;

          c.     The  Assignor  has not waived or agreed to any waiver under, or
agreed  to  any  amendment or other modification of, the Seller's Warranties and
Servicing  Agreement,  the  Custodial Agreement or the Mortgage Loans, including
without  limitation the transfer of the servicing obligations under the Seller's
Warranties  and  Servicing Agreement.  The Assignor has no knowledge of, and has
not  received  notice of, any waivers under or amendments or other modifications
of,  or  assignments of rights or obligations under, the Seller's Warranties and
Servicing  Agreement  or  the  Mortgage  Loans;  and

          d.     Neither  the  Assignor  nor  anyone  acting  on  its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans,
any  interest  in  the  Mortgage  Loans  or  any  other  similar security to, or
solicited  any offer to buy or accept a transfer, pledge or other disposition of
the  Mortgage  Loans,  any  interest  in the Mortgage Loans or any other similar
security  from,  or  otherwise  approached  or  negotiated  with  respect to the
Mortgage Loans, any interest in the Mortgage Loans or any other similar security
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 Mortgage Loans under the Securities Act
or  which  would  render  the  disposition  of the Mortgage Loans a violation of
Section  5  of  the  33  Act  or  require  registration  pursuant  thereto.

     3.     That  Assignee  warrants  and  represent to, and covenants with, the
Assignor  and  the  Company pursuant to Section 12.10 of the Seller's Warranties
and  Servicing  Agreement  that:

          a.     The  Assignee  agrees  to be bound, as Purchaser, by all of the
terms,  covenants  and  conditions  of  the  Seller's  Warranties  and Servicing
Agreement,  the  Mortgage  Loans and the Custodial Agreement, and from and after
the date hereof, the Assignee assumes for the benefit of each of the Company and
the  Assignor  all  of  the  Assignor's  obligations  as  purchaser  thereunder;

          b.     The  Assignee understands that the Mortgage Loans have not been
registered  under  the  33  Act  or  the  securities  laws  of  any  state;

          c.     The  purchase price being paid by the Assignee for the Mortgage
Loans  are  in  excess of $250,000.00 and will be paid by cash remittance of the
full  purchase  price  within  60  days  of  the  sale;

          d.     The Assignee is acquiring the Mortgage Loans for investment for
its  own account only and not for any other person.  In this connection, neither
the  Assignee  nor any person authorized to act therefor has offered to Mortgage
Loans  by  means  of  any general advertising or general solicitation within the
meaning  of  Rule  502(c) of US Securities and Exchange Commission Regulation D,
promulgated  under  the  Securities  Act;

          e.     The  Assignee  considers  itself  a  substantial  sophisticated
institutional  investor  having  such  knowledge and experience in financial and
business  matters  that  it  is  capable  of  evaluating the merits and risks of
investment  in  the  Mortgage  Loans;

          f.     The  Assignee has been furnished with all information regarding
the  Mortgage  Loans  that  it  has  requested from the Assignor or the Company;

          g.     Neither  the  Assignee  nor  anyone  acting  on  its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans,
any  interest  in  the  Mortgage  Loans  or  any  other  similar security to, or
solicited  any offer to buy or accept a transfer, pledge or other disposition of
the  Mortgage  Loans,  any  interest  in the Mortgage Loans or any other similar
security  from,  or  otherwise  approached  or  negotiated  with  respect to the
Mortgage Loans, any interest in the Mortgage Loans or any other similar security
with,  any  person  in  any  manner which would constitute a distribution of the
Mortgage  Loans  under  the  33 Act or which would render the disposition of the
Mortgage  Loans  a  violation of Section 5 of the 33 Act or require registration
pursuant  thereto,  nor  will it act, nor has it authorized or will it authorize
any  person  to  act,  in  such  manner  with respect to the Mortgage Loans; and

          h.     Either  (1)  the  Assignee  is  not  an  employee  benefit plan
("Plan")  within  the  meaning of section 3(3) of the Employee Retirement Income
Security  Act  of  1974, as amended ("ERISA") or a plan (also "Plan") within the
meaning of section 4975(e)(1) of the Internal Revenue Code of 1986 ("Code"), and
the  Assignee  is  not  directly  or indirectly purchasing the Mortgage Loans on
behalf  of, investment manager of, as named fiduciary of, as Trustee of, or with
assets of, a Plan; or (2) the Assignee's purchase of the Mortgage Loans will not
result in a prohibited transaction under section 406 of ERISA or section 4975 of
the  Code.

          i.     The  Assignee's  address  for  purposes  of  all  notices  and
correspondence  related  to  the  Mortgage Loans and the Seller's Warranties and
Servicing  Agreements  is:

                   __________________________________________

                   __________________________________________

                   __________________________________________

                   Attention:  _________________

     The  Assignee's  wire transfer instructions for purposes of all remittances
and  payments  related  to  the  Mortgage  Loans and the Seller's Warranties and
Servicing  Agreement  is:

                   __________________________________________

                   __________________________________________

                   __________________________________________

                   Attention:  _________________

     4.     From  and after the date hereof, the Company shall note the transfer
of  the  Mortgage  Loans  to  the Assignee in its books and records, the Company
shall  recognize the Assignee as the owner of the Mortgage Loans and the Company
shall service the Mortgage Loans for the benefit of the Assignee pursuant to the
Seller's Warranties and Servicing Agreement, the terms of which are incorporated
herein  by  reference.  It is the intention of the Assignor, the Company and the
Assignee  that  the Seller's Warranties and Servicing Agreement shall be binding
upon  and  inure  to  the  benefit  of  the  Company  and the Assignee and their
respective  successors  and  assigns.

                               [Signatures Follow]


(page)
     IN  WITNESS WHEREOF, the parties have caused this Assignment and Assumption
to  be  executed  by  their  duly authorized officers as of the date first above
written.



____________________________________    ____________________________________
Assignor                                Assignee

By:_________________________________    By:_________________________________

Name:_______________________________    Name:_______________________________

Its:________________________________    Its:________________________________

Tax  Payer  Identification No.:         Tax Payer Identification No.:

____________________________________    ____________________________________


(page)
                                    EXHIBIT H

                              ELECTRONIC DATA FILE

     (1)  the  street  address  of  the  Mortgaged  Property including the city,
          state,  county  and  zip  code;

     (2)  a  code  indicating  whether the Mortgaged Property is a single family
          residence,  a  2-4 family dwelling, a PUD, a cooperative, a townhouse,
          manufactured  housing  or  a  unit  in  a  condominium  project;

     (3)  the  Mortgage  Interest  Rate  as  of  the  Cut-off  Date;

     (4)  the  current  Monthly  Payment;

     (5)  loan  term,  number  of  months;

     (6)  the  stated  maturity  date;

     (7)  the  Stated  Principal Balance of the Mortgage Loan as of the close of
          business on the Cut-off Date, after deduction of payments of principal
          due  on  or  before  the  Cut-off  Date;

     (8)  the  Loan-to-Value  Ratio;

     (9)  a  code  indicating  whether  the  Mortgage  Loan  is an Interest Only
          Mortgage  Loan;

     (10) a  code indicating whether the Mortgage Loan is a temporary buydown (Y
          or  N);

     (11) the  Servicing  Fee  Rate;

     (12) a  code indicating whether the Mortgage Loan is covered by lender-paid
          mortgage  insurance  (Y  or  N);

     (13) a code indicating whether the Mortgage Loan is a Time$aver(R) Mortgage
          Loan  (Y  or  N);

     (14) the  Mortgagor's  first  and  last  name;

     (15) a  code  indicating  whether the Mortgaged Property is owner-occupied;

     (16) the  remaining  months to maturity from the Cut-off Date, based on the
          original  amortization  schedule;

     (17) the  date  on  which the first Monthly Payment was due on the Mortgage
          Loan;

     (18) the  last  Due Date on which a Monthly Payment was actually applied to
          the  actual  principal  balance;

     (19) the  original  principal  amount  of  the  Mortgage  Loan;

     (20) a  code indicating the purpose of the loan (i.e., purchase, financing,
          rate/term  refinancing,  cash-out  refinancing);

     (21) the  Mortgage  Interest  Rate  at  origination;

     (22) the  date  on  which the first Monthly Payment was due on the Mortgage
          Loan;

     (23) a  code  indicating the documentation style (i.e., full (providing two
          years  employment verification - 2 years W-2's and current pay stub or
          2  years 1040's for self employed borrowers), alternative or reduced);

     (24) a  code  indicating  if  the Mortgage Loan is subject to a PMI Policy;

     (25) the  Appraised  Value  of  the  Mortgage  Property;

     (26) the  sale  price  of  the  Mortgaged  Property,  if  applicable;

     (27) the  Mortgagor's  Underwriting  FICO  Score;

     (28) term  of  prepayment  penalty  in  years;

     (29) a  code  indicating  the  product  type;

     (30) a  code  indicating  the  credit  grade  of  the  Mortgage  Loan;

     (31) the unpaid balance of the Mortgage Loan as of the close of business on
          the  Cut-off  Date,  after  deduction  of  all  payments of principal;

     (32) the  Note  date  of  the  Mortgage  Loan;

     (33) the  mortgage insurance certificate number and percentage of coverage,
          if  applicable;

     (34) the  Mortgagor's  date  of  birth;

     (35) the  MIN  Number  for  each  Mortgage  Loan,  if  applicable;

     (36) employer  name;

     (37) subsidy  program  code;

     (38) servicer  name;

     (39) the  combined  Loan-to-Value  Ratio;

     (40) the  total  Loan-to-Value  Ratio;

     (41) whether  the  Mortgage  Loan  is  convertible  (Y  or  N);

     (42) a code indicating whether the Mortgage Loan is a relocation loan (Y or
          N);

     (43) a  code indicating whether the Mortgage Loan is a leasehold loan (Y or
          N);

     (44) a code indicating whether the Mortgage Loan is an Alt A loan (Y or N);

     (45) a  code  indicating whether the Mortgage Loan is a no ratio loan (Y or
          N);

     (46) a  code  indicating  whether  the  Mortgage  Loan  is  a Pledged Asset
          Mortgage  Loan  (Y  or  N);

     (47) effective  LTV  percentage  for  Pledged  Asset  Mortgage  Loans;

     (48) citizenship  type  code;

     (49) a  code  indicating  whether  the  Mortgage  Loan  is  a conforming or
          non-conforming  loan,  based  on  the  original  loan  balance;

     (50) the  name  of  the  client for which the Mortgage Loan was originated;

     (51) the  program  code;

     (52) the  loan  sub  doc  code;

     (53) the  remaining  interest-only  term  for Interest Only Mortgage Loans;

                     The Company shall provide the following
                  For the Home Mortgage Disclosure Act (HMDA):
                  --------------------------------------------

     (54) the  Mortgagor's  and  co-Mortgagor's  (if  applicable)  ethnicity;

     (55) the  Mortgagor's  and  co-Mortgagor's  (if  applicable)  race;

     (56) lien  status;

     (57) for  cash-out  refinance  loans,  the  cash  purpose;

     (58) the  Mortgagor's  and  co-Mortgagor's  (if  applicable)  gender;

     (59) the  Mortgagor's  and  co-Mortgagor's  (if applicable) social security
          numbers;

     (60) the  number  of  units  for  the  property;

     (61) the  year  in  which  the  property  was  built;

     (62) the  qualifying  monthly  income  of  the  Mortgagor;

     (63) the  number  of  bedrooms  contained  in  the  property;

     (64) a  code  indicating  first  time  buyer  (Y  or  N);

     (65) the  total  rental  income,  if  any;

                     The Seller shall provide the following
             for the adjustable rate Mortgage Loans (if applicable):
             -------------------------------------------------------

     (66) the  maximum  Mortgage  Interest  Rate under the terms of the Mortgage
          Note;

     (67) the  Periodic  Interest  Rate  Cap;

     (68) the  Index;

     (69) the  next  Adjustment  Date;

     (70) the  Gross  Margin;  and

     (71) the  lifetime  interest  rate  cap.


(page)
                     MASTER MORTGAGE LOAN PURCHASE AGREEMENT


     This  is  an  Amended  and Restated Master Mortgage Loan Purchase Agreement
(the  "Agreement"),  dated  as  of  November 1, 2004 by and between EMC Mortgage
Corporation,  having  an  office  at  909 Hidden Ridge Drive, Suite 200, Irving,
Texas  75038 (the "Purchaser") and Wells Fargo Bank, N.A., having an office at 1
Home  Campus,  Des  Moines,  Iowa  50328-0001  (the  "Seller").

                               W I T N E S S E T H
                               - - - - - - - - - -

     WHEREAS,  the  Seller agrees to sell, and the Purchaser agrees to purchase,
from time to time certain conventional residential mortgage loans (the "Mortgage
Loans")  on  a  servicing  retained  basis  as  described  herein:

     WHEREAS,  the  Mortgage  Loans  shall  be delivered as pools of whole loans
(each  a  "Loan  Package")  on various dates as provided herein (each a "Closing
Date");  and

     WHEREAS,  the  parties  intend hereby to set forth the terms and conditions
upon  which  the  proposed  Transactions  will  be  effected.

     NOW  THEREFORE,  in consideration of the promises and the mutual agreements
set  forth  herein,  the  parties  hereto  agree  as  follows:

     SECTION 1.      All capitalized terms not otherwise defined herein have the
respective  meanings  set  forth  in  the  Amended  and Restated Master Seller's
Warranties  and  Servicing  Agreement, dated as of the date herewith (the"Master
Seller's  Warranties  and  Servicing  Agreement").

     SECTION  2.     Agreement to Purchase.   The Seller agrees to sell, and the
                     ----------------------
Purchaser  agrees  to  purchase  from  time  to  time,  Mortgage Loans having an
aggregate  principal balance on the applicable related Cut-off Date in an amount
as set forth in the related Commitment Letters or in such other amount as agreed
by  the  Purchaser and the Seller as evidenced by the actual aggregate principal
balance  of  the  Mortgage  Loans  in  the  related Loan Package accepted by the
Purchaser  on  the  related  Closing Date.  The Mortgage Loans will be delivered
pursuant  to  the  Master  Seller's  Warranties  and  Servicing  Agreement.

     SECTION  3.      Mortgage Schedules.  The Seller will provide the Purchaser
                      -------------------
with  certain  information  constituting  a  listing of the Mortgage Loans to be
purchased  under  this  Agreement  for  each  Transaction  (the  "Mortgage  Loan
Schedule").  Each  Mortgage  Loan  Schedule  shall  conform to the definition of
"Mortgage  Loan  Schedule"  under  the  Master Seller's Warranties and Servicing
Agreement.

     SECTION  4.     Purchase  Price.  The  purchase price for each Loan Package
                     ----------------
(the  "Purchase  Price") shall be the percentage of par as stated in the related
Commitment  Letter,  multiplied  by  the  aggregate principal balance, as of the
related  Cut-off Date, of the Mortgage Loans listed in the related Loan Package,
after  application  of  scheduled  payments  of  principal for such related Loan
Package due on or before the related Cut-off Date whether or not collected.  The
purchase  price  for  a  Loan  Package  may be adjusted as stated in the related
Commitment  Letter.

     In  addition  to the Purchase Price, the Purchaser shall pay to the Seller,
at  closing,  accrued  interest  on the initial principal amount of the Mortgage
Loans  at  the  weighted  average  Mortgage  Loan  Remittance Rate for each Loan
Package  from  the  related  Cut-off  Date  through the day prior to the related
Closing  Date,  inclusive.

     With  respect  to each Loan Package, the Purchaser shall be entitled to (1)
all  scheduled  principal  due  after  the  related  Cut-off Date, (2) all other
recoveries  of  principal  collected  after  the related Cut-off Date (provided,
however,  that  all scheduled payments of principal due on or before the related
Cut-off  Date  and  collected by the Seller after the related Cut-off Date shall
belong to the Seller), and (3) all payments of interest on the Mortgage Loans at
the  Mortgage Loan Remittance Rate (minus that portion of any such payment which
is  allocable  to  the period prior to the related Cut-off Date).  The principal
balance of each Mortgage Loan as of the related Cut-off Date is determined after
application  of  payments of principal due on or before the related Cut-off Date
whether  or  not  collected.  Therefore,  payments  of  scheduled  principal and
interest  prepaid  for  a  due date beyond the related Cut-off Date shall not be
applied  to  the principal balance as of the related Cut-off Date.  Such prepaid
amounts  (minus interest at the Servicing Fee Rate) shall be the property of the
Purchaser.  The Seller shall deposit any such prepaid amounts into the Custodial
Account,  which  account  is  established  for  the benefit of the Purchaser for
subsequent  remittance  by  the  Seller  to  the  Purchaser.

     SECTION  5.     Examination of Mortgage Files.  Prior to each Closing Date,
                     ------------------------------
the  Seller  shall  (a) deliver to the Purchaser in escrow, for examination, the
Mortgage  File  for  each  Mortgage  Loan, including a copy of the Assignment of
Mortgage,  pertaining  to  each  Mortgage  Loan,  or (b) make the Mortgage Files
available to the Purchaser for examination at the Seller's offices or such other
location  as  shall  otherwise  be  agreed upon by the Purchaser and the Seller.
Such examination may be made by the Purchaser or by any prospective purchaser of
the  Mortgage Loans from the Purchaser, at any time before or after such related
Closing  Date,  upon  prior  reasonable notice to the Seller.  The fact that the
Purchaser  or  any  prospective purchaser of the Mortgage Loans has conducted or
has  failed to conduct any partial or complete examination of the Mortgage Files
shall  not  affect  the Purchaser's (or any of its successor's) rights to demand
repurchase,  substitution  or other relief as provided under the Master Seller's
Warranties  and  Servicing  Agreement.

     Prior  to Seller's receipt of the Purchase Price, the Purchaser shall cause
the  Custodian to act as bailee for the sole and exclusive benefit of the Seller
pursuant  to  the  Custodial  Agreement and act only in accordance with Seller's
instructions.  Upon the Seller's receipt of the Purchase Price, the Seller shall
provide  notification to the Custodian to release ownership of the Mortgage Loan
Documents  contained in the Custodial Mortgage File.  Such notification shall be
in  a  form  of  a written notice by facsimile or other electronic media, with a
copy  sent  to  the  Purchaser.  Subsequent  to such release, such Mortgage Loan
Documents  shall  be retained by the Custodian for the benefit of the Purchaser.
All  Mortgage  Loan  Documents  related  to  Mortgage Loans not purchased by the
Purchaser  on  the  Closing  Date,  shall be maintained by the Custodian for the
benefit  of  the  Seller  and  shall  be  returned  to the Seller within two (2)
Business  Days  after  the  Closing  Date.

     SECTION  6.      Representations, Warranties and Agreements of Seller.  The
                      -----------------------------------------------------
Seller agrees and acknowledges that it shall, as a condition to the consummation
of the transactions contemplated hereby, make the representations and warranties
specified  in  Section  3.01  and  3.02  of  the  Master Seller's Warranties and
Servicing  Agreement,  as of each related Closing Date.  The meaning of the term
"Agreement"  as used in Sections 3.01 and 3.02 of the Master Seller's Warranties
and  Servicing  Agreement  shall  include  this  Agreement.  The Seller, without
conceding  that  the  Mortgage  Loans are securities, hereby makes the following
additional  representations,  warranties and agreements which shall be deemed to
have  been  made  as  of  the  related  Closing  Date:

     a)     neither  the  Seller  nor  anyone  acting on its behalf has offered,
     transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any
     interest  in  any  Mortgage  Loans  or  any  other  similar security to, or
     solicited  any  offer  to  buy  or  accept  a  transfer,  pledge  or  other
     disposition  of  any  Mortgage Loans, any interest in any Mortgage Loans or
     any other similar security from, or otherwise approached or negotiated with
     respect  to  any  Mortgage Loans, any interest in any Mortgage Loans or any
     other  similar security 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
     Mortgage  Loans  under  the  Securities  Act  or  which  would  render  the
     disposition  of  any  Mortgage  Loans  a  violation  of  Section  5  of the
     Securities  Act  or require registration pursuant thereto, nor will it act,
     nor  has  it  authorized  or  will  it authorize any person to act, in such
     manner  with  respect  to  the  Mortgage  Loans;  and

     b)     the Seller has not dealt with any broker or agent or anyone else who
     might  be  entitled  to  a  fee  or  commission  in  connection  with  this
     transaction  other  than  the  Purchaser.

     SECTION 7.      Representation, Warranties and Agreement of Purchaser.  The
                     ------------------------------------------------------
Purchaser,  without  conceding  that  the  Mortgage Loans are securities, hereby
makes the following representations, warranties and agreements, which shall have
been  deemed  to  have  been  made  as  of  the  related  Closing  Date.

     a)     the  Purchaser  understands  that  the  Mortgage Loans have not been
     registered  under  the  Securities Act or the securities laws of any state;

     b)     the  Purchaser  is  acquiring the Mortgage Loans for its own account
     only  and  not  for  any  other  person;

     c)     the  Purchaser  considers  itself  a  substantial,  sophisticated
     institutional  investor  having  such knowledge and experience in financial
     and  business matters that it is capable of evaluating the merits and risks
     of  investment  in  the  Mortgage  Loans;

     d)     the  Purchaser has been furnished with all information regarding the
     Mortgage  Loans  which it has requested from the Seller or the Company; and

     e)     neither  the  Purchaser  nor  anyone  acting  on its behalf offered,
     transferred,  pledged, sold or otherwise disposed of any Mortgage Loan, any
     interest  in  any  Mortgage  Loan  or  any  other  similar  security to, or
     solicited  any  offer  to  buy  or  accept  a  transfer,  pledge  or  other
     disposition  of any Mortgage Loan, any interest in any Mortgage Loan or any
     other  similar  security  from,  or otherwise approached or negotiated with
     respect  to  any  Mortgage  Loan,  any interest in any Mortgage Loan or any
     other  similar security 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
     Mortgage  Loans  under  the  Securities  Act  or  which  would  render  the
     disposition of any Mortgage Loan a violation of Section 5 of the Securities
     Act  or  require registration pursuant thereto, nor will it act, nor has it
     authorized  or  will  it  authorize  any person to act, in such manner with
     respect  to  the  Mortgage  Loans.

     SECTION  8.      Closing.  The  closing  for  the purchase and sale of each
                      --------
Loan  Package  shall take place on the related Closing Date.  At the Purchaser's
option,  the  Closing shall be either: by telephone, confirmed by letter or wire
as the parties shall agree; or conducted in person, at such place as the parties
shall  agree.

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

     a)     all  of  the representations and warranties of the Seller under this
     Agreement  and under the Master Seller's Warranties and Servicing Agreement
     shall  be  true  and  correct  as of such related Closing Date and no event
     shall  have  occurred  which,  with  notice  or  the passage of time, would
     constitute  a default under this Agreement or an Event of Default under the
     Master  Seller's  Warranties  and  Servicing  Agreement;

     b)     the  Purchaser  shall  have  received,  or the Purchaser's attorneys
     shall  have  received  in  escrow,  all  Closing  Documents as specified in
     Section  9  of  this  Agreement,  in  such  forms  as  are  agreed upon and
     acceptable  to  the  Purchaser, duly executed by all signatories other than
     the  Purchaser  as  required  pursuant  to  the  respective  terms thereof;

     c)     the  Seller shall have delivered and released to the Custodian under
     the  Master  Seller's  Warranties  and  Servicing  Agreement  all documents
     required  pursuant  to  the  related  Custodial  Agreement,  and

     d)     all  other  terms  and  conditions of this Agreement shall have been
     complied  with.

     Subject  to the foregoing conditions, the Purchaser shall pay to the Seller
on  such  related  Closing  Date  the  applicable  Purchase  Price, plus accrued
interest  pursuant  to  Section  4  of  this  Agreement,  by  wire  transfer  of
immediately  available  funds  to  the  account  designated  by  the  Seller.

     SECTION 9.      Closing Documents.  With respect to the Mortgage Loans, the
                     ------------------
Closing  Documents  shall  consist  of  the  following  documents:

     On  the  initial  Closing  Date:

     1.   the  Master  Seller's  Warranties  and  Servicing  Agreement, in three
          counterparts;

     2.   this  Agreement  in  two  counterparts;

     3.   the  Custodial  Agreement,  dated as November 30, 1999, by and between
          EMC  Mortgage  Corporation  as  Owner,  and  Wells  Fargo  Bank,  N.A.
          (formerly  Wells Fargo Bank Minnesota, N.A.) attached as an exhibit to
          the  Master  Seller's  Warranties  and  Servicing  Agreement;

     4.   the  Mortgage  Loan Schedule for the related Loan Package, one copy to
          be  attached to each counterpart of the Master Seller's Warranties and
          Servicing  Agreement,  to  each  counterpart of this Agreement, and to
          each  counterpart  of  the  Custodial  Agreement, as the Mortgage Loan
          Schedule  thereto;

     5.   a  Receipt  and  Certification,  as  required  under  the  Custodial
          Agreement;

     6.   an  Opinion of Counsel of the Seller, in the form of Exhibit 1 hereto;
          and

     7.   an Assignment and Conveyance Agreement for the related Mortgage Loans.

     On  each  subsequent  Closing  Date,  the  following  documents:

     1.   the  Mortgage  Loan  Schedule  for  the  related  Loan  Package;

     2.   an Assignment and Conveyance Agreement for the related Mortgage Loans;
          and

     3.   a  Receipt  and  Certification,  as  required  under  the  Custodial
          Agreement.


     SECTION  10.      Costs.  The  Purchaser  shall pay any commissions due its
                       ------
salesmen,  the  legal  fees  and  expenses  of  its  attorneys and the costs and
expenses  associated  with  the  Custodian.  The Seller shall be responsible for
reasonable  costs  and  expenses  associated with any preparation of the initial
assignments  of  mortgage.  All  other costs and expenses incurred in connection
with  the  transfer and delivery of the Mortgage Loans, including fees for title
policy  endorsements  and continuations and the Seller's attorney fees, shall be
paid  by  the  Seller.

     SECTION  11.      Servicing  The  Mortgage  Loans  shall be serviced by the
                       ---------
Seller  in  accordance  with  the  terms  of  the Master Seller's Warranties and
Servicing  Agreement.  The Seller shall be entitled to servicing fees calculated
as  provided  therein,  at  the  Servicing  Fee  Rate.

     SECTION  12.      Financial  Statements.  The  Seller  understands  that in
                       ----------------------
connection  with  the Purchaser's marketing of the Mortgage Loans, the Purchaser
shall  make  available  to  prospective  purchasers  a Consolidated Statement of
Operations  of  the  Seller  for  the  most  recently completed two fiscal years
respecting  which  such  a  statement  is  available,  as well as a Consolidated
Statement  of  Condition  at the end of the last two (2) fiscal years covered by
such  Consolidated  Statement  of  Operations.  The  Purchaser  shall  also make
available  any  comparable  interim statements to the extent any such statements
have  been prepared by the seller in a format intended or otherwise suitable for
the  public  at  large.  The  Seller,  if  it has not already done so, agrees to
furnish promptly to the Purchaser copies of the statements specified above.  The
Seller  shall  also make available information on its servicing performance with
respect  to  loans  in its own portfolio and loans serviced for others (if any),
including  foreclosure  and  delinquency  ratios.

     The  Seller  also  agrees  to  allow access to a knowledgeable (as shall be
determined  by  the  Seller)  financial or accounting officer for the purpose of
answering  questions  asked  by  any  prospective  purchaser  regarding  recent
developments  affecting  the  Seller  or the financial statements of the Seller.

     SECTION 13.      Mandatory Delivery.  The sale and delivery on each Closing
                      -------------------
Date  of  the  related  Mortgage Loans described on the respective Mortgage Loan
Schedules  is  mandatory,  it being specifically understood and agreed that each
Mortgage  Loan  must be unique and identifiable on such related Closing Date and
that an award of money damages would be insufficient to compensate the Purchaser
for  the  losses  and  damages  incurred  by the Purchaser (including damages to
prospective  purchasers  of  the  Mortgage  Loans)  in the event of the Seller's
failure  to  deliver  the Mortgage Loans on or before such related Closing Date.
All rights and remedies of the Purchaser under this Agreement are distinct from,
and  cumulative  with,  any  other  rights  or  remedies under this Agreement or
afforded  by  law  or  equity  and all such rights and remedies may be exercised
concurrently,  independently  or  successively.

     SECTION  14.      Notices.  All  demands,  notices  and  communications
                       --------
hereunder  shall  be  in  writing and shall be deemed to have been duly given if
mailed,  by  registered  or  certified mail, return receipt requested, or, if by
other  means, when received by the other party at the address shown on the first
page  hereof,  or  such other address as may hereafter be furnished to the other
party  by like notice.  Any such demand, notice of communication hereunder shall
be  deemed  to  have  been  received on the date delivered to or received at the
premises  of the addressee (as evidenced, in the case of registered or certified
mail,  by  the  date  noted  on  the  return  receipt).

     SECTION  15.      Severability Clause.  Any part, provision, representation
                       --------------------
or warranty of this Agreement which is prohibited or which is held to be void or
unenforceable  shall  be  ineffective  to  the  extent  of  such  prohibition or
unenforceability  without  invalidating  the  remaining  provisions hereof.  Any
part,  provision,  representation  or  warranty  of  this  Agreement  which  is
prohibited  or  unenforceable  or  is  held  to  be void or unenforceable in any
jurisdiction  shall  be  ineffective,  as to such jurisdiction, to the extent of
such  prohibition  or  unenforceability  without  invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or  unenforceability  in  any
jurisdiction  as  to  any  Mortgage  Loan  shall  not  invalidate  or  render
unenforceable such provision in any other jurisdiction.  To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.  If the invalidity of any
part,  provision, representation or warranty of this Agreement shall deprive any
party  of  the  economic benefit intended to be conferred by this Agreement, the
parties  shall  negotiate,  in  good-faith,  to develop a structure the economic
effect of which is as close as possible to the economic effect of this Agreement
without  regard  to  such  invalidity.

     SECTION  16.      Counterparts.  This  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.

     SECTION  17.     Place of Delivery and Governing Law.  This Agreement shall
                      ------------------------------------
be deemed in effect when a fully executed counterpart thereof is received by the
Purchaser  in  the  State  of  New York and shall be deemed to have been made in
State of New York.  The Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder  shall  be  determined in accordance with the laws of the State of New
York,  except  to  the  extent  preempted  by  Federal  Law.

     Each  of  the  Seller  and  the Purchaser hereby knowingly, voluntarily and
intentionally  waives  any  and  all  rights  it  may have to a trial by jury in
respect  of  any litigation based on, or arising out of, under, or in connection
with,  this  Agreement,  or  any  other  documents  and  instruments executed in
connection  herewith,  or  any  course of conduct, course of dealing, statements
(whether  oral  or  written),  or  actions of the Seller or the Purchaser.  This
provision  is  a  material  inducement  for  the  Purchaser  to  enter into this
Agreement.

     SECTION  18.      Further  Agreements.  The  Purchaser  and the Seller each
                       --------------------
agree to execute and deliver to the other such additional documents, instruments
or  agreements  as may be necessary or appropriate to effectuate the purposes of
this  Agreement.

     Without  limiting  the  generality  of  the  foregoing,  the  Seller  shall
reasonably  cooperate  with the Purchaser in connection with the initial resales
of  the  Mortgage  Loans by the Purchaser.  In that connection, the Seller shall
provide  to  the  Purchaser:  (i)  any  and  all  information  and  appropriate
verification of information, whether through letters of its auditors and counsel
or  otherwise,  as  the  Purchaser  shall  reasonably  request,  and  (ii)  such
additional  representations, warranties, covenants, opinions of counsel, letters
from  auditors and certificates of public officials or officers of the Seller as
are  reasonably  believed  necessary  by  the  Purchaser in connection with such
resales.  The  requirement  of the Seller pursuant to (ii) above shall terminate
on  the  related  Closing Date, except as provided pursuant to Article IX of the
Master  Seller's  Warranties  and  Servicing  Agreement.  Prior to incurring any
out-of-pocket  expenses  pursuant to this paragraph, the Seller shall notify the
Purchaser  in  writing  of  the estimated amount of such expense.  The Purchaser
shall  reimburse  the  Seller  for  any  such  expense  following its receipt of
appropriate  details  thereof.

     SECTION  19.      Intention  of  the  Parties.  It  is the intention of the
                       ----------------------------
parties  that  the  Purchaser  is  purchasing,  and  the  Seller  is selling, an
undivided  100%  ownership  interest  in  the  Mortgage  Loans  and  not  a debt
instrument  of  the Seller or another security.  Accordingly, the parties hereto
each  intend  to treat the transaction for Federal income tax purposes as a sale
by  the  Seller,  and  a purchase by the Purchaser, of the Mortgage Loans.   The
Purchaser  shall  have  the  right  to review the Mortgage Loans and the related
Mortgage Loan Files to determine the characteristics of the Mortgage Loans which
shall  affect  the  Federal income tax consequences of owning the Mortgage Loans
and  the  Seller  shall  cooperate  with  all  reasonable  requests  made by the
Purchaser  in  the  course  of  such  review.

     SECTION  20.      Successors and Assigns; Assignment of Purchase Agreement.
                       ---------------------------------------------------------
This  Agreement shall bind and inure to the benefit of and be enforceable by the
Seller and the Purchaser and the respective successors and assigns of the Seller
and  the  Purchaser.  This  Agreement  shall  not  be  assigned,  pledged  or
hypothecated  by  the  Seller  to  a  third  party  without  the  consent of the
Purchaser.

     SECTION  21.  Waivers;  Other  Agreements.  No  term  or  provision of this
                   ----------------------------
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.

     SECTION  22.  Exhibits.  The  exhibits  to  this  Agreement  are  hereby
                   ---------
incorporated  and made a part hereof and are an integral part of this Agreement.

     SECTION  23.  General  Interpretive  Principles.  For  purposes  of  this
                   ----------------------------------
Agreement,  except  as  otherwise  expressly  provided  or  unless  the  context
otherwise  requires:

     a)     the  terms  defined  in this Agreement have the meanings assigned to
them  in  this Agreement and include the plural as well as the singular, and the
use  of  any  gender  herein  shall  be  deemed  to  include  the  other gender;

     b)     accounting  terms  not  otherwise  defined  herein have the meanings
     assigned  to  them  in  accordance  with  generally  accepted  accounting
     principles;

     c)     references  herein  to  "Articles",  "Sections",  "Subsections",
     "Paragraphs", and other subdivisions without reference to a document are to
     designated  Articles,  Sections,  Subsections,  Paragraphs  and  other
     subdivisions  of  this  Agreement;

     d)     a  reference  to a Subsection without further reference to a Section
     is a reference to such Subsection as contained in the same Section in which
     the  reference  appears,  and  this rule shall also apply to Paragraphs and
     other  subdivisions;

     e)     the words "herein", "hereof", "hereunder" and other words of similar
     import  refer  to  this  Agreement  as  a  whole  and not to any particular
     provision;  and

     f)     the  term  "include" or "including" shall mean without limitation by
     reason  of  enumeration.

     SECTION  24.  Reproduction  of Documents.  This Agreement and all documents
                   ---------------------------
relating  thereto,  including,  without  limitation,  (a)  consents, waivers and
modifications  which  may  hereafter  be executed, (b) documents received by any
party  at  the  closing,  and  (c)  financial statements, certificates and other
information  previously  or  hereafter  furnished,  may  be  reproduced  by  any
photographic,  photostatic,  microfilm,  micro-card,  miniature  photographic or
other  similar  process.  The  parties agree that any such reproduction shall be
admissible  in evidence as the original itself in any judicial or administrative
proceeding,  whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement,  facsimile  or  further  reproduction  of  such  reproduction shall
likewise  be  admissible  in  evidence.

                               [Signatures Follow]


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

                                   EMC  MORTGAGE  CORPORATION
                                   (Purchaser)

                                   By:____________________________________
                                   Name:__________________________________
                                   Title:_________________________________

WELLS  FARGO  BANK,  N.A.
                                   (Seller)

                                   By:____________________________________
                                   Name:__________________________________
                                   Title:_________________________________


(page)
                                    EXHIBIT 1



                           FORM OF OPINION OF COUNSEL

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Re:     Mortgage  Loan  Sale  by  Wells  Fargo Bank, N.A. (the "Company") to EMC
Mortgage  Corporation  (the  "Purchaser")  of  first  lien  mortgage  loans (the
"Mortgage  Loans") pursuant to that certain Amended and Restated Master Seller's
Warranties and Servicing Agreement and Amended and Restated Master Mortgage Loan
Purchase  Agreement  by  and  between the Company and the Purchaser, dated as of
November  1,  2005.

Dear  Sir/Madam:

I  am @ of Wells Fargo Bank, N.A. and have acted as counsel to Wells Fargo Bank,
N.A.  (the  "Company"),  with  respect to certain matters in connection with the
sale  by  the  Company  of  Mortgage  Loans pursuant to that certain Amended and
Restated  Master  Seller's  Warranties  and  Servicing Agreement and Amended and
Restated  Master Mortgage Loan Purchase Agreement by and between the Company and
EMC  Mortgage  Corporation (the "Purchaser"), dated as of November 1, 2005, (the
"Agreements"),  which  sale is in the form of whole Mortgage Loans.  Capitalized
terms  not  otherwise  defined herein have the meanings set forth in the Amended
and  Restated  Master  Seller's  Warranties  and  Servicing  Agreement.

I  have  examined  the  following  documents:

1.   the  Amended  and  Restated  Master  Seller's  Warranties  and  Servicing
     Agreement;

2.   the  Amended  and  Restated  Master  Mortgage  Loan  Purchase  Agreement;

3.   the  Custodial  Agreement;

4.   the  form  of  endorsement  of  the  Mortgage  Notes;  and

5.   such  other  documents,  records  and papers as I have deemed necessary and
     relevant  as  a  basis  for  this  opinion.

To  the  extent  I  have  deemed  necessary  and  proper, I have relied upon the
representations  and  warranties  of the Company contained in the Agreements.  I
have assumed the authenticity of all documents submitted to me as originals, the
genuineness  of  all  signatures,  the legal capacity of natural persons and the
conformity  to  the  originals  of  all  documents.

Based  upon  the  foregoing,  it  is  my  opinion  that;

1.   The  Company  is  a  national  banking  association duly organized, validly
     existing  and  in  good  standing  under  the  laws  of  the United States.

2.   The Company has the power to engage in the transactions contemplated by the
     Agreements,  the Custodial Agreement and all requisite power, authority and
     legal  right to execute and deliver the Agreements, the Custodial Agreement
     and the Mortgage Loans, and to perform and observe the terms and conditions
     of  such  instruments.

3.   Each  person  who, as an officer or attorney-in-fact of the Company, signed
     (a)  the  Agreements, each dated as of November 1, 2005, by and between the
     Company  and  the  Purchaser,  and  (b)  any other document delivered prior
     hereto  or  on the date hereof in connection with the sale and servicing of
     the Mortgage Loans in accordance with the Agreements was, at the respective
     times  of  such  signing  and delivery, and is, as of the date hereof, duly
     elected  or  appointed,  qualified  and  acting  as  such  officer  or
     attorney-in-fact,  and  the  signatures  of  such persons appearing on such
     documents  are  their  genuine  signatures.

4.   Each  of  the  Agreements, the Custodial Agreement, and the Mortgage Loans,
     has  been  duly  authorized, executed and delivered by the Company and is a
     legal,  valid  and  binding  agreement  enforceable  in accordance with its
     terms,  subject  to  the effect of insolvency, liquidation, convervatorship
     and  other  similar  laws  administered  by  the  Federal Deposit Insurance
     Corporation  affecting  the  enforcement of contract obligations of insured
     banks  and  subject  to  the  application of the rules of equity, including
     those  respecting  the  availability of specific performance, none of which
     will  materially  interfere  with  the realization of the benefits provided
     thereunder  or  with  the  Purchaser's  ownership  of  the  Mortgage Loans.

5.   The  Company  has  been  duly  authorized  to  allow any of its officers to
     execute  any  and  all documents by original signature in order to complete
     the  transactions  contemplated  by  the  Agreements  and  the  Custodial
     Agreement,  and  by original or facsimile signature in order to execute the
     endorsements  to  the  Mortgage Notes and the assignments of the Mortgages,
     and  the  original  or  facsimile  signature  of the officer at the Company
     executing the endorsements to the Mortgage Notes and the assignments of the
     Mortgages  represents  the legal and valid signature of said officer of the
     Company.

6.   Either  (i)  no  consent,  approval, authorization or order of any court or
     governmental  agency  or  body  is required for the execution, delivery and
     performance  by  the  Company  of  or  compliance  by  the Company with the
     Agreements,  the  Custodial  Agreement  or  the  sale  and  delivery of the
     Mortgage  Loans or the consummation of the transactions contemplated by the
     Agreements,  and  the  Custodial  Agreement;  or (ii) any required consent,
     approval,  authorization  or  order  has  been  obtained  by  the  Company.

7.   Neither  the  consummation  of  the  transactions  contemplated by, nor the
     fulfillment  of  the  terms  of the Agreements and the Custodial Agreement,
     will  conflict  with  or  results  in  or  will  result  in  a breach of or
     constitutes  or  will  constitute a default under the charter or by-laws of
     the Company, the terms of any indenture or other agreement or instrument to
     which  the  Company  is  a  party or by which it is bound or to which it is
     subject,  or  violates  any  statute  or  order,  rule,  regulations, writ,
     injunction  or  decree  of  any court, governmental authority or regulatory
     body  to  which  the  Company  is  subject  or  by  which  it  is  bound.

8.   There  is  no  action, suit, proceeding or investigation pending or, to the
     best  of my knowledge, threatened against the Company which, in my opinion,
     either  in any one instance or in the aggregate, may result in any material
     adverse change in the business, operations, financial condition, properties
     or  assets  of  the  Company  or in any material impairment of the right or
     ability  of  the  Company  to  carry  on  its business substantially as now
     conducted  or in any material liability on the part of the Company or which
     would  draw into question the validity of the Agreements, and the Custodial
     Agreement,  or  of  any  action taken or to be taken in connection with the
     transactions  contemplated  thereby,  or  which  would  be likely to impair
     materially  the  ability  of  the Company to perform under the terms of the
     Agreements  and  the  Custodial  Agreement.

9.   For  purposes  of  the  foregoing,  I  have  not  regarded  any  legal  or
     governmental  actions,  investigations  or  proceedings  to be "threatened"
     unless  the  potential litigant or governmental authority has manifested to
     the  legal  department  of  the  Company  or  an  employee  of  the Company
     responsible for the receipt of process a present intention to initiate such
     proceedings;  nor  have  I  regarded  any  legal  or  governmental actions,
     investigations  or  proceedings  as  including  those that are conducted by
     state  or  federal  authorities in connection with their routine regulatory
     activities.  The  sale  of  each  Mortgage  Note and Mortgage as and in the
     manner  contemplated  by the Agreements is sufficient fully to transfer all
     right,  title  and  interest  of  the  Company  thereto  as  noteholder and
     mortgagee,  apart from the rights to service the Mortgage Loans pursuant to
     the  Agreements.

10.  The  form  of  endorsement  that is to be used with respect to the Mortgage
     Loans is legally valid and sufficient to duly endorse the Mortgage Notes to
     the Purchaser. Upon the completion of the endorsement of the Mortgage Notes
     and  the  completion of the assignments of the Mortgages, and the recording
     thereof,  the  endorsement  of  the  Mortgage  Notes,  the  delivery to the
     Custodian  of  the completed assignments of the Mortgages, and the delivery
     of  the  original  endorsed  Mortgage  Notes  to  the  Custodian  would  be
     sufficient  to  permit  the entity to which such Mortgage Note is initially
     endorsed  at  the  Purchaser's  direction,  and  to whom such assignment of
     Mortgages  is  initially  assigned  at  the Purchaser's direction, to avail
     itself  of all protection available under applicable law against the claims
     of  any present or future creditors of the Company, and would be sufficient
     to prevent any other sale, transfer, assignment, pledge or hypothecation of
     the Mortgages and the Mortgage Notes by the Company from being enforceable.

This  opinion  is  given  to  you  for your sole benefit, and no other person or
entity  is  entitled  to  rely hereon except that the purchaser or purchasers to
which  you  initially  and  directly  resell the Mortgage Loans may rely on this
opinion  as  if  it  were  addressed  to  them  as  of  its  date.

Sincerely,
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